Last Revised: August 19, 2014
This Agreement governs the use of the following websites (the “Sites”), as well as any services or products offered or provided through the Sites and any related mobile applications (such services, products and mobile applications, and all content, data or information provided or made available through any of them, collectively, the “Site Offerings”): RBCS.com and ProduceUniverse.com. By your use of any of the Sites or Site Offerings whether or not as a paid subscriber, you agree to be bound by this Agreement. Please read it carefully.
If you are entering into this Agreement on behalf of a company or other legal entity (e.g., your employer), then you represent that you have the authority to do so and to bind such company or other legal entity to this Agreement. In this case, the terms “you” and “your” refer to such company or other legal entity (except for this paragraph, in which the term “you” refers to the individual person (i.e. human being) who accepts this Agreement on behalf of such company or other legal entity.
If you are entering into this Agreement on your own behalf, as an individual person, then you represent that you have the legal capacity to do so. In this case, the terms “you” and “your” refer to you as an individual person.
Upon your agreement to be bound by this Agreement (as set forth above), this will be a binding agreement between you and Vance Publishing, Inc. (“Vance” or “we” or “us” or “our”), and is effective as of the date of your agreement (“Effective Date”).
We may modify this Agreement at any time by posting a revised version on the Sites or by otherwise notifying you in accordance with the Notice section below. The modifications become effective when posted or, if we notify you in accordance with the Notice Section below, as stated in such notification. You agree to periodically check the Sites for modifications to this Agreement and to be bound by any such modifications. Continued use of any of the Sites, Services or Products subsequent to any the effective date of any such modifications constitute your acceptance of and agreement to be bound by all of the modifications. We last modified this Agreement on the date listed at the beginning of this Agreement.
In order to access certain portions or features of the Sites and/or Site Offerings, you may first be required to register and create an account (“Your Account”). You represent that the information you provide in doing so is complete and accurate, and that you will update such information as necessary. You are responsible for all activities that occur under or are authorized through Your Account, including those taken by any person to whom you give access to Your Account. Except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to Your Account. You will contact us immediately if you believe an unauthorized third party may be using Your Account or if Your Account information is lost or stolen.
Only the user designated during user registration, or one agent thereof, may access the Sites and Site Offerings using the designated login (user name and password). Subscriptions for multiple users within the same organization are available for special pricing upon request.
You are responsible for all content contributions, statements made and acts or omissions that occur while Your Account is being used. You may not use the Sites or Site Offerings for any unlawful purpose. Vance may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive, as determined by Vance.
You agree that you will not use, or allow others to use, Your Account to unlawfully access other computers or services, or to cause a disruption of service to other online users. You may not use, or allow others to use, Your Account to cause disruption of the normal use of the system by others including without limitation disrupting our backbone network, nodes, or services. This also includes intentional transmission of computer viruses or other harmful software programs. You agree that you will not impersonate another user or otherwise falsify one's user name in e-mail or in any post or transmission to any newsgroup or mailing list or other similar groups or lists.
Certain portions or features of the Sites and/or Site Offerings may only be accessible through paid subscriptions, which may be offered on an annual or month-to-month basis. Month-to-Month subscriptions may not include all features or discounts of a comparable annual subscription. Certain subscriptions may be subject to certain conditions and/or restrictions, and you agree to comply with all such conditions and restrictions.
Each annual subscription shall remain in effect for an initial term of one (1) year from the start of the subscription (“Initial Term”), and shall thereafter automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides notice of non-renewal at least three (3) months prior to the start of a Renewal Term.
Each month-to-month subscription shall remain in effect for an initial term of one (1) month from the start of the subscription (“Initial Term”), and shall thereafter automatically renew for successive one (1) month terms (each a “Renewal Term”), until either party provides notice of non-renewal, in which case: if the notice is provided on the first day of a Renewal Term, the subscription will continue until and end on the last day of such Renewal Term; otherwise, the subscription will continue until and end on the last day of the next Renewal Term.
Upon the end of a subscription, you shall immediately stop accessing or using those portions or features of the Sites and/or Site Offerings that correspond to such subscription.
All annual subscriptions require full payment of the applicable annual fee (including all applicable taxes) in advance for the Initial Term and, if applicable, each Renewal Term, at the rates in effect on the first day of the Initial Term or the Renewal Term, as applicable.
All month-to-month subscriptions require full payment of the applicable monthly fee (including all applicable taxes) in advance for the Initial Term and, if applicable, each Renewal Term, at the rates in effect on the first day of the Initial Term or the Renewal Term, as applicable.
If you fail to pay any subscription fees when due, we may suspend your access to those portions or features of the Sites and/or Site Offerings corresponding to the unpaid subscription. However, your failure to make such payment, and/or our suspension of your access, does not cancel the subscription or relieve you of your obligation to make full payment of the applicable fees.
All fees are non-refundable. We may change the fees then in effect, or add new fees, by giving you notice in advance.
We will use commercially reasonable efforts to make the Site Offerings available to you, subject to the terms and conditions of this Agreement. We are not responsible for any unavailability due to Force Majeure (as defined below) or due to scheduled or unscheduled maintenance. If we are notified that any of the Site Offerings fail to operate substantially in accordance with the applicable published documentation, we will use commercially reasonable efforts to correct such failure in accordance with our standard maintenance practices (which are based upon the severity and impact of the failure, and which corrections may be made in the next or later patch, release or version). Notwithstanding the foregoing, we make no guarantees or promises that the Site Offerings will be uninterrupted or error-free.
You agree not to circumvent or attempt to circumvent any access restrictions on the Sites or any Site Offerings, and you will only access the Sites and Site Offerings through the interfaces provided during their normal operation.
The Sites and Site Offerings are the property of Vance or its licensors and are protected by copyright and other intellectual property laws. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Sites and Site Offerings, solely in accordance with this Agreement. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
Unless specifically designated otherwise as a standard feature/function of the site, no content, data or information from the Sites or Site Offerings may be copied, reproduced, republished, uploaded, posted, transmitted, or redistributed in any way in any medium whatsoever now known or later invented, except that you may print one copy of the search/material on any single computer for your personal, non-commercial use only, provided you retain all copyright and other proprietary notices. Any attempt to modify such content, data or information or to use them for any other purpose, including circulation to others within the same company or organization constitutes a violation of our copyright and other proprietary rights, and may result in your subscription being terminated by Vance and/or subject you to other penalties. The use of any such content, data or information on any other web site or networked computer environment is prohibited. The use of any such content, data or information in any legal proceeding is expressly prohibited unless authorized in advance, in writing, by Vance. Subscribers shall not require or request the participation of Vance or their employees in any legal proceeding.
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after its receipt of written notice of such material breach. Any such termination of this Agreement shall automatically terminate all subscriptions then-in-effect; provided that, if this Agreement is terminated by us, you shall remain responsible for all unpaid subscription fees. Upon termination of this Agreement for any reason, you shall immediately stop accessing or using the Sites and Site Offerings.
VANCE DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE SITES AND SITE OFFERINGS, INCLUDING ALL CONTENT, DATA AND INFORMATION PROVIDED THROUGH THEM, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE MAY BE DELAYS, OMISSIONS, OR INACCURACIES IN SUCH CONTENT, DATA AND INFORMATION, AND VANCE DOES NOT WARRANT THE ACCURACY, COMPLETENESS,OR CURRENTNESS OF SUCH CONTENT, DATA AND INFORMATION. FURTHERMORE, WITHOUT LIMITING THE FOREGOING, VANCE DOES NOT WARRANT THAT THE SITES OR SITE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR SITE OFFERINGS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL VANCE OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, VENDORS, REPRESENTATIVES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR LOST REVENUE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITES, THE SERVICE OFFERINGS, OR ANY OTHER INFORMATION OR MATERIALS PROVIDED THROUGH THE SITES OR SERVICE OFFERINGS. THE FOREGOING EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT OR OTHER THEORY, AND REGARDLESS OF WHETEHR VANCE OR ANY OF THEM WERE ADVISED OF, KNEW ABOUT, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF ANY SUCH DAMAGES, AND IN NO EVENT SHALL THE FOREGOING EXCLUSIONS BE ALLEGED OR CONSIDERED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VANCE AND ITS AFFILIATES, AND ITS OR THEIR LICENSORS, VENDORS, REPRESENTATIVES OR AGENTS (COLLECTIVELY) ARISING OUT OFOR RELATING TO THIS AGREEMENT, THE SITES, THE SERVICE OFFERINGS, OR ANY OTHER INFORMATION OR MATERIALS PROVIDED THROUGH THE SITES OR SERVICE OFFERINGS, EXCEED THE GREATER OF (1) THE TOTAL AMOUNT PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRECEEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO ANY SUCH LIABILITY FIRST AROSE OR (2) US $1,000. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT OR OTHER THEORY, AND REGARDLESS OF WHETEHR VANCE OR ANY OF THEM WERE ADVISED OF, KNEW ABOUT, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF ANY SUCH DAMAGES, AND IN NO EVENT SHALL THE FOREGOING EXCLUSIONS BE ALLEGED OR CONSIDERED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
Vance may discontinue or change the Sites and/or Site Offerings (or portions thereof), or their availability to you, at any time, and you may always terminate your membership at any time without refund.
This Agreement constitutes the entire agreement between you and Vance with respect to the subject matter hereof, including the Sites and Site Offerings, and supersedes all prior agreements between you and Vance. Our failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right.
This Agreement shall be governed by and interpreted in accordance with the laws of the United States of America and the State of Illinois (without regard to its conflicts of laws rules).
You agree that any claim or controversy arising under or relating to this Agreement or the Sites or the Site Offerings will be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. You agree that any claim or controversy you may have will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. You agree that the arbitration will be conducted in New York, New York and that judgment on the arbitration award may be enforced by any court having proper jurisdiction. You agree that the costs of conducting the arbitration will be divided equally between you and Vance. You or Vance may seek interim or preliminary relief from a court or the arbitration proceedings for the purpose of protecting its or your rights pending the completion of the arbitration; provided, however, that you agree that any legal proceeding arising out of or in connection with this Agreement or the Sties or Site Offerings will be brought only in the state or federal court in Illinois.
We may provide any notice to you under this Agreement by: (a) posting a notice on the Sites; or (b) sending a message to the email address then associated with your account. Notices we provide by posting on the Sites will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
To give us notice under this Agreement, you must contact Vance as follows: (i) by email sent to both firstname.lastname@example.org and email@example.com or (ii) by overnight courier or registered or certified mail sent to RBCS/Produce Universe, Attention: Project Coordinator, PO Box 2939, Shawnee Mission, KS 66201, and with a copy sent to Vance Publishing Corporation, Attention: Audience Fulfillment, 400 Knightsbridge Parkway, Lincolnshire, IL 60069. We may update the email address or address for notices to us by posting a notice on the Sites. Notices provided by email will be effective upon our receipt, asconfirmed by our local email server. Notices provided by overnight courier will be effective on delivery, as confirmed by the courier. Notices provided by registered or certified mail will be effective on delivery, as confirmed by the postal service.
This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause or circumstance beyond our reasonable control, including acts of God, acts of government, fire, earthquake, flood, other natural disaster, riots or civil unrest, acts or threats of war, acts or threats of terrorism, strike or other labor issues, failure of any telecommunications, utility, ISP or other essential service, or third-party interference (including denial of service attack) (“Force Majeure”).
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
The term “including” means “including without limitation.” The terms “herein” and “hereof” (and terms of similar import) refer to this Agreement as a whole and not any particular provision. The term “affiliate” means, with respect to a party, any company or legal entity that directly or indirectly controls, is controlled by or is under common control with such party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the party or company or legal entity.
The Sites, Site Offerings, and other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
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