This Web Site Agreement (the “Agreement”) is entered into between you, the user (“User”, “you” or “your”), and V-Purchasing.com, LLC (“V-Purchasing”). This Agreement governs your use of V-Purchasing’s web site located at www.v-purchasing.com (the “Site”), the services located on the Site, including without limitation the services related to researching, collecting, and managing safety and qualification information (the “Services”), the V-Purchasing database system and accompanying software, including without limitation, text, images, information, sounds, graphics, and files, related explanatory materials and other documentation (the “Software”). The “Site”, the “Services” and “Software” are collectively referred to herein as the “Site”. This Agreement shall also govern any updates to the Site.

2. Fees and Payment Terms

Your use of the Site is subject to the payment in accordance with the payment structure set forth on the Site.

3. Grant of Rights

Upon your acceptance of this Agreement, V-Purchasing grants to you a non-exclusive, limited right to access, use and display the Site solely for your own internal business use, which use shall be limited to safety and qualification information management and contractor/supplier evaluation tools. V-Purchasing also grants you the limited right to sublicense certain of the rights granted herein to your employees; provided that each such employee agrees to the terms and conditions of this Agreement and becomes a user. Except for the limited rights granted to employees, you are expressly prohibited from transferring or assigning your rights to use the Site to a third party. Such a transfer or assignment will be considered to be a material breach of this Agreement.

IF YOU TRANSFER ANY OF YOUR RIGHTS TO A THIRD PARTY (EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT), OR OTHERWISE PERMIT A THIRD PARTY TO USE THE SYTEM IN VIOLATION OF THIS AGREEMENT, YOU AGREE THAT YOU WILL REMAIN LIABLE FOR ANY DAMAGES, LOSSES OR INJURIES ARISING FROM OR RELATED TO THE THIRD PARTY’S USE OF THE SITE AND THAT V-PURCHASING WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR INJURIES RELATED THERETO.

4. Prohibited Uses

You hereby agree that you will not:

A. modify or create any derivative works of all or any portion of the Site, including translation or localization;

B. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Site;

C. redistribute, encumber, sell, rent, lease, sublicense (except as otherwise provided herein), use the Site in a timesharing or service bureau arrangement, or otherwise transfer rights to all or any portion of the Site;

D. copy all or any portion of the Site;

E. remove any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in or from the Site; or

F. modify or create any header files, libraries, “sets” or “blocks” in the Site; or

5. Identification and Password

In order to use the system, you are required to use a password and user ID that you will receive upon registration and which you acknowledge shall be owned by V-Purchasing. You hereby agree that you will:

A. maintain the strict confidentiality of the user ID and password;

B. inform your personnel not to allow another person to use your user ID and password to access the Site;

C. be liable for any fees, costs, damages or costs incurred or suffered by a third party as a result of your failure to maintain the strict confidentiality of the user ID and password; and

D. immediately inform V-Purchasing of any unauthorized use of the user ID and/or password.

YOU HEREBY ACKNOWLEDGE THAT V-PURCHASING WILL NOT BE LIABLE FOR ANY HARM, INJURY, LOSS, CLAIM OR DAMAGE RELATED TO YOUR UNAUTHORIZED DISCLOSURE OF YOUR USER ID AND/OR PASSWORD; YOUR PERMISSION TO ALLOW AN UNAUTHORIZED THIRD PARTY TO ACCESS AND USE THE SITE OR THE THEFT OF YOUR USER ID AND/OR PASSWORD.

6. Ownership Rights

You agree that the Site, all enhancements, modifications, customizations, derivative works and copies thereof, and all information and intellectual property contained therein, is and will be the exclusive property of V-Purchasing, embodying substantial creative efforts and proprietary information, ideas, intellectual property and expressions. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with V-Purchasing’s or its suppliers' ownership of, or rights with respect to, the Site. The Site is protected by United States and foreign laws and treaties, including without limitation, copyright law, other intellectual property laws, and by international treaties. Except as explicitly provided in this Agreement, V-Purchasing does not grant any licenses express or implied. All rights not explicitly granted are reserved by V-Purchasing.

You and V-Purchasing acknowledge and agree that all of the User Data (defined below) and intellectual property contained therein shall remain your exclusive property; provided, however, you hereby agree to grant to V-Purchasing a non-exclusive, royalty free, limited license to use the User Data as set forth in Section 7 below. You and V-Purchasing acknowledge and agree that any enhancements, modifications, customizations and derivative works of the User Data by V-Purchasing, and all information and intellectual property contained therein, shall be the exclusive property of V-Purchasing.

7. User Data

The Site will enable you, as a customer of V-Purchasing, to transmit, store and receive certain information about your business (“User Data”). You hereby covenant, represent and warrant that you will, at all times, during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance and storage of the User Data, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all legally necessary consents or permissions required or advisable to disclose, process, transmit and view the User Data that you transmit, store or receive in connection with the Site. You agree that V-Purchasing, its customers, suppliers, resellers, affiliates and subsidiaries have the right to monitor, retrieve, store and use the User Data in connection with the operation of the Site.

V-PURCHASING CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE USE OR MISUSE OF THE USER DATA TRANSMITTED, MONITORED, STORED OR RECEIVED IN CONNECTION WITH THE USE OF THE SITE BY V-PURCHASING, ANY CUSTOMER OF V-PURCHASING OR ANY OTHER THIRD PARTY.

8. Content.

The content contained on the Site consists of copyrighted works which are proprietary to V-Purchasing or its third party providers. You are permitted to download and print a single copy of the content solely in connection with your internal non-commercial use. Any content downloaded or printed shall not be altered in any way and must contain all copyright and proprietary notices contained in such content.

ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT CONSTITUTES COPYRIGHT INFRINGEMENT AND MAY SUBJECT YOU TO ALL CRIMINAL AND CIVIL PENALTIES UNDER NATIONAL AND INTERNATIONAL COPYRIGHT LAWS AND TREATIES.

9. DISCLAIMER OF WARRANTY

THE SYTEM IS ARE BEING PROVIDED ON AN “AS-IS” BASIS AND YOUR USE THEREOF IS AT YOUR OWN RISK AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. V-PURCHASING, ITS AFFILIATES AND SUBSIDIARIES DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES V-PURCHASING MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, AS TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION, DATA, SERVICE, OR TRANSACTION PROVIDED THROUGH THE SITE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE.

10. EXCLUSION OF DAMAGES

IN NO EVENT WILL V-PURCHASING, ITS OFFICERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF WHETHER ANY CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY ARISING FROM (i) THE INACCURACY, ERROR OR DELAY IN, OMISSION OF, (a) ANY DATA, INFORMATION, USER DATA OR MESSAGE OR (b) THE TRANSMISSION OR DELIVERY OF ANY DATA, INFORMATION, USER DATA OR MESSAGE, OR (ii) ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY (a) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (b) NON-PERFORMANCE OR (c) INTERRUPTION IN ANY DATA, INFORMATION, USER DATA OR MESSAGE DUE TO EITHER NEGLIGENT ACT OR OMISSION BY V-PURCHASING OR ANY DISSEMINATING PARTY, OR BY ANY FORCE MAJEURE EVENT (E.G., FLOOD, EXTRAORDINARY WEATHER CONDITIONS, EARTHQUAKE, OTHER ACT OF GOD, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION) OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF V-PURCHASING OR ANY DISSEMINATING PARTY.

11. LIMITATION OF LIABILITY

TO THE EXTENT APPLICABLE LAW PROHIBITS THE EXCLUSION OF DAMAGES SET FORTH ABOVE, IN NO EVENT WILL V-PURCHASING, ITS OFFICERS, AFFILIATES, SUBSIDIARIES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES RECEIVED BY V-PURCHASING FROM THE USER UNDER THIS AGREEMENT FOR THE USE OF THE SITE GIVING RISE TO SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF ANY CONTENT OR INFORMATION YOU PROVIDE OR PROVIDED BY ANY THIRD PARTY USING YOUR USER ID AND PASSWORD, AND/OR ANY MATERIAL TO WHICH YOU CAN LINK TO THROUGH SUCH CONTENT. THE EXTENT OF V-PURCHASING’S LIABILITY UNDER THIS AGREEMENT SHALL BE AS SET FORTH IN THIS SECTION.

12. Indemnification

You agree to defend, indemnify and hold harmless V-Purchasing, its officers, directors, employees, affiliates and subsidiaries from and against any and all claims, proceedings, damages, injuries, liability, losses, injuries, costs and expenses (including reasonable attorney’s fees) relating to a claim arising out of (i) the use of the Site by the User or any third party using the your user ID and/or password; or (ii) your breach of the covenants, representations or warranties or any terms of this Agreement.

13. Modification of Agreement

V-Purchasing may change these terms and conditions as well as the pricing schedule at any time by conspicuously posting notice of such change in this Agreement online, located in the Web Site Agreement section of www.v-purchasing.com for a period of five (5) consecutive business days or by providing written notice to the User. Continued use of the Site after such notice will constitute your acceptance and acknowledgement of the revised terms and conditions and/or pricing schedule.

14. Discontinuance of Service

V-Purchasing may block access to your use of one or more of V-Purchasing’s Services or the Site without prior notice in the event V-Purchasing elects to discontinue such service on a temporary or permanent basis or in the event that you breach any part of this Agreement. You remain responsible for the payment of all charges incurred in your use of the Site before discontinuance becomes effective.

15. Governing Law and General Provisions

This Agreement will be governed by the laws of the State of New Jersey, without regard to its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Site will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. This Agreement shall automatically terminate upon your failure to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of V-Purchasing.

16. International Use

V-Purchasing makes no claims that the Site is appropriate for use outside of the United States or complies with international laws.