Terms of Service

This Terms of Service Agreement (this “Agreement”) is entered into by and between Vendor Vines, LLC (“vendor Vines,” “we,” or “us”) and the entity or person placing an order for Vendor Vines products or services (as defined below) (“you” or “Customer”). This Agreement permits you to place orders for Vendor Vines products or services and sets forth the terms and conditions governing provision and use of the Vendor Vines website.

Each party expressly agrees that this Agreement is legally binding upon it. If you are agreeing to this Agreement on behalf of an entity, you represent and warrant that you are duly authorized to enter into this Agreement. The rights granted under this Agreement are expressly conditioned on acceptance by such authorized personnel.

Pursuant to the following Terms, Vendor Vines offers you a variety of online products and services, including content, communication tools and forums, online and downloadable applications, software, services, websites or any of their licensees’ services or software (collectively, the “Services”).

Important Notice Regarding Updates to These Terms

By using, accessing, or attempting to interact with the Services in any way, you are agreeing to comply with and be bound and abide by these Terms, which we may change at any time in our sole discretion without notice, with the revised Terms taking effect for all users as of the date stated on such posting. Although we post notices to the Site announcing any changes or additions to our terms and policies pursuant to Section 11 (Notices) below, you waive any right you may have to receive specific notice of such changes or modifications. Consequently, you should consult the Terms regularly. Your continued use of the Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. If you do not agree to the amended Terms, you must stop using the Services in any way.

We’ve tried really hard to keep this Agreement as readable and straightforward as possible. If you have suggestions that can help us improve it or any questions about this Agreement, please email us and let us know.

By using the Site in any way you are agreeing to comply with these terms, our Privacy Policy and any other legal notices, policies, conditions or guidelines posted on the Site.

1. General Overview

  1. You agree that the Services, including all software and documentation, both electronic and printed media, contain copyrighted material, trade secrets, patent pending material, and other proprietary intellectual property. The Services are the proprietary property of Vendor Vines or its licensors. They are protected by copyright, trade secret, and patent laws, and other proprietary rights and laws, and they may only be used or accessed as specifically provided for in this Agreement.
  2. You agree that you will only use the Services if you are a person over 18 years of age.
  3. You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services (which includes its software and documentation), create derivative works based on or in any manner commercially exploit the Services, in whole or in part.
  4. You agree that violations by you or by any other person or entity of these copyrights, trade secrets, patents, other intellectual property protections, or these Terms will be prosecuted to the fullest extent of the law in the federal and state courts located in Travis County, Texas.
  5. The Services are offered on an “as is” basis and used by the User solely at his or her own risk. All user-specific information provided by User in connection with Services shall be used to provide services and features to the User and to maintain the associated websites.

2. Use of the Vendor Vines Website

Vendor Vines DOES NOT ALLOW any of the following content, or LINKS TO SUCH CONTENT, to be published on or through the Services or the Site:

  • Pornographic, sexually explicit, or violent content.
  • Illegal content (including stolen copyrighted material).
  • Content related to illegal activities or businesses.
  • Pirated software sites, including cracking programs or cracking program archives.
  • Content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

Users posting any of the above or any otherwise objectionable content on their sites, as determined in Vendor Vines’s sole discretion, will be notified pursuant to Section 11 (Notices) below and given a 48 hour grace period to make any corrective actions. If no corrective actions are taken, Vendor Vines will suspend the services of the member account until a resolution is met between Vendor Vines and the User. A repeated violation of this Policy may cause cancellation of service without refund of any fees.

In addition, Vendor Vines does not allow any of the following:

  • Users may not use the Services as a remote storage server only. Users deemed to be using the website’s solely as a remote storage server will have their account immediately terminated without notice and will have all files associated with their account permanently removed.
  • Users may not access the Services through automated methods. Use of robots or other computer code which calls the Services, except where explicitly allowed, is absolutely forbidden.
  • Users must exercise caution when hosting large downloads (>10MB). Vendor Vines reserves the right to refuse to host any large downloadable files.
  • Users may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published using the Services.
  • Users are not permitted to knowingly allow another website or hosting server to link to content files stored on Vendor Vines’s servers.

THE FINAL CHOICE OF WHETHER AN ACCOUNT IS IN VIOLATION OF ANY OF THESE POLICIES IS AT THE SOLE DISCRETION OF VENDOR VINES. VIOLATION OF ANY OF THESE POLICIES MAY RESULT IN TRACKING INFORMATION BEING STORED TO IDENTIFY THE OFFENDING USER, AND PERMANENT RESTRICTION FROM HOLDING AN ACCOUNT.

3. What We Own

(a) Copyright and Ownership of Website and Framework. All material and services provided by Vendor Vines or through the website, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel,” layout, themes, plugins, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.

(b) Copyright and Ownership of Other Materials and Assets Produced by Vendor Vines. Copyright and ownership of any custom work or deliverables produced by Vendor Vines on behalf of the Customer will be transferred to the Customer only upon final payment for the requested work. Any specific work, service, deliverable or product not accepted by the Customer and/or not paid for in full (including pro-bono work, “Comped Time” or any other work performed that is either not invoiced by Vendor Vines and/or not paid for by the Customer) will remain the sole legal property of Vendor Vines with certain usage rights only afforded to the Customer as determined by Vendor Vines. These usage rights are provided without warranty of any kind and can be revoked at any time without notice. Vendor Vines retains the right to use and display any design, work, deliverable or product as examples of their work unless otherwise specified by the Customer.

(c) License Grant and Rights to Use What We Own. Only for the duration of being logged into the User’s valid Vendor Vines account, the User is hereby granted, during the contract term for which User has paid the applicable fees, a non-exclusive, non-transferable temporary and revocable license, subject to these Terms and any qualifications contained herein, to use the Services only on the single computer that temporarily accesses the Services directly from the Site. This license is limited and non-sublicensable intended solely for the purpose of accessing and using the Site. The Site is licensed from the owner Vendor Vines, LLC, a Texas Limited Liability Company subject to your acceptance of these Terms.

A valid Vendor Vines account may only be created and maintained by a User who fully provides valid personal information about the User in the registration process. To maintain a valid account, the User must regularly update such information to assure its accuracy, and the User must always comply with these Terms.

The User is not granted a license or any other right to store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works.

This license is subject to these Terms and does not include: (a) any resale or distribution of the Site or the Services; (b) modifying or otherwise making any derivative uses of the Site or the Services, or any portion thereof; (c) use of any data mining, robots or similar data gathering or extraction methods; (d) downloading (other than the page caching) of any portion of the Site or the Services except as expressly permitted on the Site; or (e) any use of the Site or the Services other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of Vendor Vines, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

You assume responsibility for the selection of the Site or the Services to achieve your intended results, and for the installation, use, and results obtained therefrom. Vendor Vines reserves the right to modify, suspend or discontinue the Site with or without notice at any time and without any liability to you. Vendor Vines reserves the right to refuse service to anyone at any time with or without notice for any reason.

As part of the Services, we may provide you a sample website which may be populated with sample content provided by us to illustrate how your final site might look (“Sample Content” or “Placeholder Content”). You agree that you will not make this Sample Content publicly available and that you will remove all Sample Content from your site before permitting any third party users to access or view your site.

4. User Assets, Content, Domains, and Data

(a) Ownership of Customer Content, Data and Domains. As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Content and Data as incorporated into the website, excluding any templates, themes, designs, protected code, or other Vendor Vines-provided materials or content embedded or incorporated into your Websites as defined in Section 3 (What We Own) above. “Content” means any and all content, images, graphics, photos, video, digital media, brand features, logos, trademarks, service marks, written text, copy or similar materials. “Customer Data” means, collectively, Service Data and Visitor Data.

The Customer retains ownership of any domain name(s) that may be transferred to Vendor Vines’s domain registrar account (Name.com) for management but agrees to list Vendor Vines as the “Administrative Contact” and “Technical Contact” on any domains resolving to servers managed by Vendor Vines up until expiration or termination of this Agreement, or upon expiration of the applicable Subscription Term. The Customer retains ownership of any domain(s) purchased by Vendor Vines on the Customer’s behalf after all invoices have been paid in full. Vendor Vines reserves the right to withhold property such as domain names, Content and other assets if the Customer is in debt to Vendor Vines.

(b) Use of Customer Data by Vendor Vines. Customer hereby grants to Vendor Vines a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, distribute, transmit, modify and create derivative works of the Customer Data and Content to the extent necessary to provide the Service to Customer and as otherwise permitted in this Agreement. This includes the right to publicly display and perform Customer Data and Content on your Websites (and derivative works and modifications thereof) as you or your Users or Visitors direct or enable through the website and, if you have chosen to enable Third Party Tools, includes the right for Vendor Vines to share or transmit Customer Data with or to Third Party Tools.

(c) Responsibility for Customer Data and Websites. You are solely responsible and liable for your Websites and all Customer Data collected, used, disclosed and/or displayed therewith. Without limiting your other obligations as defined in this Agreement, you represent and warrant that: (i) all necessary rights, releases and permissions have been obtained (including without limitation from Users, Visitors, any third party owners or licensors of the Customer Data and Third Party Tool providers) for you to create and operate your Websites and to use, submit and allow the collection of Customer Data for the purposes contemplated in this Agreement and (ii) the Websites and Customer Data (and their use or collection hereunder) will not infringe any intellectual property rights, rights of privacy, rights of publicity or applicable laws. Subject to this Agreement, you will control access to and management of your Websites and Customer Data, including access by providers of Third Party Tools.

In addition to Customer’s other obligations set forth herein, Customer specifically acknowledges and agrees that: (i) Vendor Vines is not acting on your (or your Visitors’) behalf as a Business Associate or subcontractor; and (ii) Customer (and its Visitors) may not store, process or transmit protected health information (“PHI”) using the Website in any manner that would require Vendor Vines to be compliant with the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”). In the preceding sentence, the terms “Business Associate or subcontractor” and “personal health information” or “PHI” have the meanings described in HIPAA. You further agree not to (and not to permit Visitors to) use the Website to store, process or submit any social security numbers, payment card information, nonpublic personal information (as defined and used under the Gramm-Leach-Blilely Act and related rules and regulations), or other sensitive financial or personal information, excluding only payment card information submitted to Third Party Tools in accordance with your applicable agreements with Third Party Tool providers. The Customer is responsible for ensuring that Visitors are aware of and comply with the restrictions set forth herein.

(d) Usage Data; Independent Data. Vendor Vines may maintain certain usage information about you or Visitors, including duration and frequency of your use of the Websites or Visitors’ use of your Websites, the pages viewed and searches performed, and other similar usage data (collectively “Usage Data”). Usage Data may also include aggregated Customer Data. Vendor Vines may use Usage Data to operate and improve the website; for promotion, statistical analysis, market analysis, financial analysis and similar purposes; and for its other lawful business purposes. Vendor Vines may disclose Usage Data to third parties in aggregate form (e.g., data aggregated from your and other customers’ use of the website, but that does not identify you or any other customer). Nothing in this Agreement limits Vendor Vines from collecting or using content or data from sources other than Customer, even when such data relates to individuals who are Visitors or is otherwise similar to Customer Data.

(e) Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Vendor Vines and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

(f) Terms You Must Post on Your Site. You are responsible for drafting the terms of use and privacy policy for any website hosted by us for you as part of the Services (your “Site”). However, the terms of use for your Hosted Site must designate us a third party beneficiary and must contain intellectual property, limitations of liability, limitations of remedy, disclaimers of warranty and indemnification provisions each for the benefit of Vendor Vines, LLC which are at least as favorable to Vendor Vines as contained in this Agreement. You are also responsible for drafting the privacy policy for your Site. Your Site’s privacy policy must contain terms that are at least as protective of a user’s privacy as those contained in this Agreement.

You agree to indemnify and hold harmless Vendor Vines and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorneys’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your Site, including the purchase, sale or other distribution of Commercial Products.

(f) DMCA and Takedowns. As between the parties and without limiting Customer’s indemnification and other obligations in this Agreement, Customer is responsible for addressing all claims and incidents of alleged infringement by the Websites (including any Customer Data made available through the Websites), including by handling and processing notices of alleged infringement and requests to take down infringing content in accordance with the Digital Millennium Copyright Act (or any successors thereto or similar laws in foreign jurisdictions) (“DMCA”). Customer shall promptly notify Vendor Vines if it becomes aware of any such notices or takedown requests. Notwithstanding the foregoing, without limiting Vendor Vines’s other rights and remedies hereunder, Vendor Vines reserves the right (without liability to Customer) to (i) respond to any DMCA notices it receives and take down allegedly infringing Customer Data and suspend service to Websites in accordance with its DMCA notice and takedown policies and (ii) to suspend or terminate this Agreement or access to the website for infringers.

5. Third Party Tools, Plugins, Add-Ons and APIs

Vendor Vines may at times permit use or connection of your Websites with additional third party tools or services, such as plugins, email services, analytics services, application programming interfaces (API’s), and payment gateways or processing services (“Third Party Tools”) at its sole discretion and only by written permission. If permission is granted by Vendor Vines, you are solely responsible for (1) selecting, procuring and enabling any Third Party Tools and paying all applicable fees to the third party providers; and (2) for selecting which Customer Data (including Visitor Data) to make available for sharing with or transmission to Third Party Tools. Vendor Vines shall not be responsible for any Third Party Tools (even if recommended by Vendor Vines) or for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party Tools. From time to time in Vendor Vines’s sole discretion, Vendor Vines may limit, substitute, change or eliminate any Third Party Tools available through, compatible with or used in conjunction with the website without liability and with or without notice to you.

6. Vendor Vines Responsibilities

Vendor Vines will use Customer Data solely to exercise its rights and perform its obligations in providing the Service pursuant to this Agreement. Without limiting the generality of the foregoing, Vendor Vines may access your account and Customer Data as necessary to provide you with support, verify whether your Websites have launched and determine the recurring membership and support fees due to Vendor Vines or in order to respond to support requests generated by the User. Notwithstanding any other provision of this Agreement and in addition to Vendor Vines’s other rights to make available Customer Data as detailed in this Agreement, Vendor Vines may disclose Customer Data if we determine that such action is reasonably necessary: (a) to comply with the law, regulatory requirements, or legal or regulatory process; (b) to enforce this Agreement; (c) to respond to claims that you are using the Website to perform or support activities that violate the law or the rights of third parties; or (d) to our contractors, infrastructure and service providers who assist us in providing, supporting, optimizing and protecting the website and Services (including without limitation by disclosing Visitor Data to security, anti-fraud and anti-spam vendors). Vendor Vines may also disclose Customer Data as otherwise directed or enabled by you or your Users.

7. Notices

In addition to any other means of providing notice identified elsewhere in this Agreement, Vendor Vines may provide any and all notices, statements, and other communications to Customer through e-mail (at the address provided during registration), via online form, or by mail or express delivery service. Vendor Vines may rely and act on all information and instructions provided to Vendor Vines from Customer’s registered e-mail address.

You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Although we post notices to the Site announcing any changes or additions to our terms and policies pursuant to this Section 11, you waive any right you may have to receive specific notice of such changes or modifications. Consequently, you should consult the Terms regularly. Your continued use of the Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. If you do not agree to the amended Terms, you must stop using the Services, including, without limitation, this Site, in any way.

8. Confidentiality

For purposes of this Agreement, “Confidential Information” means: (a) all electronic data or information submitted to and stored on the website by Customer; (b) the terms of this Agreement and (c) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed by or on behalf of the disclosing party to the receiving party for purposes arising out of or in connection with this Agreement, that: (i) in the case of information in tangible form, is marked “confidential” or “proprietary;” (ii) in the case of information disclosed orally, visually or any other intangible form, is designated confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail in a writing delivered to the receiving party within ten (10) days following disclosure; (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; and (iv) will include any reproduction of such information in any form or medium, or any part of such information. The following shall not be deemed Confidential Information: (1) information that was in the public domain at the time of its disclosure, or which becomes public domain property through no fault of the receiving party; (2) information that was rightfully in the receiving party’s possession without restriction prior to disclosure; (3) information that was rightfully disclosed to the receiving party by a third party without restriction (4) information that was independently developed by employees and/or contractors of the receiving party who did not have access to and without use of or reference to the disclosing party’s Confidential Information; and (5) aggregate data collected or generated by the website or on behalf of Vendor Vines regarding Vendor Vines’ products and services (for purposes of providing or improving Vendor Vines’s products and services, benchmarking system performance, preparing statistics and system metrics, marketing and other purposes) that does not contain any personally identifiable or Customer-specific information.

Each party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (at all times exercising at least a commercially reasonable degree of care in the protection of such confidential information) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by Customer. Either party may disclose Confidential Information on a need to know basis to its affiliates, contractors and service providers who have executed binding written agreements requiring confidentiality and non-use obligations at least as restrictive as those in this Section 12. Additionally, Customer must input credit card information and social security numbers only in the fields designated for such data in the Service. Nothing in this Agreement will prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation.

9. No Warranty

VENDOR VINES MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. THE SITE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BECAUSE YOU ARE ABLE TO PREVIEW AND TEST THE EXACT FRAMEWORK YOU WILL BE PURCHASING, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE SERVICES IS WITH YOU. SHOULD ANY OF THE FOREGOING PROVE DEFECTIVE, YOU (AND NOT VENDOR VINES, ITS SUBSIDIARIES, AFFILIATES OR LICENSORS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

10. Limitations of Liability

IN NO EVENT SHALL VENDOR VINES’ (OR ITS AFFILIATES’) AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO VENDOR VINES FOR PRODUCTS OR SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. IN NO EVENT SHALL VENDOR VINES AND/OR ITS AFFILIATES OR LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF VENDOR VINES (OR ANY OF ITS AFFILIATES OR LICENSORS) HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Force Majeure

Vendor Vines shall not be liable for any loss or delay (including Vendor Vines’ failure to provide related support) resulting from any causes outside of Vendor Vines’ reasonable control, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, general Internet problems or service provider failures or delays, civil unrest, war or military hostilities or acts of third parties, and Vendor Vines’ performance shall be relieved to the extent and for the period adversely affected by such event.

12. Dispute Resolution

Each party agrees that be­fore it seeks mediation, arbitration, or any other form of legal relief it shall provide written notice to the other of the specific issues in dispute (and referencing the specific portions of any contract between the parties and which are allegedly being breached). Within thirty days after such notice knowledgeable executives of the parties shall hold at least one meeting (in person or by video or teleconference) for the purpose of attempting in good faith to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section 16 shall not apply prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets or Confidential Information

(a) Mediation. Except as provided herein, any and all disputes, claims or controversies (“Disputes”) arising out of or relating to this Agreement shall be submitted for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing the mediator a written request for mediation setting forth the subject of the Dispute and the relief requested. The parties will cooperate with the selected mediator in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator shall be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation shall take place in either Austin, Texas or Travis County, Texas.

(b) Arbitration. Except as provided herein, any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in either Austin, Texas or Travis County, Texas and before a single arbitrator. The arbitrator selected shall be a retired judge who has had experience with technology disputes. In any arbitration arising out of or related to this Agreement, the parties agree the arbitrator is not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages. The arbitrator shall issue a written reasoned decision. Each party shall bear their own costs in connection with the arbitration, although the arbitrator shall award the prevailing party its reasonable costs and attorneys’ fees.

13. Other

The parties are independent contractors, and no branch or agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. Except as expressly provided in Section 12 (Confidentiality), there are no third-party beneficiaries to this Agreement (including without limitation Visitors). This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as if performed wholly within the state and without giving effect to the principles of conflict of law. If the subject matter of a dispute does not permit the parties to use the dispute resolution procedures set forth in this Agreement or such dispute resolution procedures are deemed unenforceable, any legal action or proceeding will be brought exclusively in the federal or state courts located in Travis County, Texas and the parties hereby consent to personal jurisdiction and venue therein. Nothing in this Agreement shall be construed as (1) limiting Vendor Vines’ express termination, suspension or takedown rights hereunder or (2) preventing either party from seeking injunctive relief to prevent irreparable harm, including without limitation, harm caused by a breach of confidentiality obligations under Section 12 (Confidentiality) or to protect a party’s intellectual property rights. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. You may not assign this Agreement, in whole or in part, without Vendor Vines’ prior written consent; provided however, that you may assign this Agreement without Vendor Vines’ consent, in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that you provide Vendor Vines with prior notice. Vendor Vines may freely assign, transfer or delegate this Agreement. Any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement, along with any other documentation and policies constitutes the complete and exclusive understanding and agreement between the parties regarding the website and supersede all prior or contemporaneous agreements, emails, or understandings, written or oral, relating to their subject matter, including any different or additional terms and conditions stated by you in connection herewith in a purchase order or otherwise. Except as provided in Section 10(b) (Modifications to Agreement or Fees), any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of the party against whom such provision shall be applied. In the event of a conflict between this Agreement and a valid Registration Form, Estimate, or other Order Form signed or accepted by you, the terms shall apply in the following order of precedence: (1) description in a Registration, Estimate, or Order Form and (2) this Agreement.

14. Miscellaneous

  1. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
  2. If we fail to enforce any of this Agreement, it will not be considered a waiver. Any amendment to or waiver of this Agreement must be made in writing and signed by us.
  3. Unless otherwise specified herein, this agreement constitutes the entire agreement between the User and Vendor Vines, LLC with respect to the Site and the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and Vendor Vines with respect to the website.
  4. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  5. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vendor Vines as a result of this agreement or use of the website.