The Retail Industry B2B Resource

Terms of Use Changes:

If we decide to change our Terms of Use for the Site, we will post the revised Terms of Use here so that you will always know how to use the data on the site. Your continued use of the Site indicates your assent to the Terms of Use as posted.

If you have any questions about this Terms of Use, please contact us.

Contact Information

Toll Free PHONE:
855-506-6863

mailing address:
5400 Patton Drive
Lisle, IL 60532

EMAIL:
General Inquiries
info@thevendorcenteronline.com

Retailer Inquiries
retailer@thevendorcenteronline.com

Vendor Inquiries
vendor@thevendorcenteronline.com

Terms of Use

Welcome to The Vendor Center.

The use of The Vendor Center's web site ("Site") indicates your unconditional acceptance of these terms of use. We reserve the right, in our sole discretion to update or revise these terms of use ("Terms of Use"). Your continued use of the site following the posting of any changes to the terms of use constitutes acceptance of those changes.

1. Use of the Site:
You may use the site only in accordance with and subject to these Terms of Use and the Site's Privacy Policy. Once you complete and submit your registration, either as a Vendor or as a Retailer, you have opted-in to receive email communication from us and in order to remain a member of our site, you must agree to receive email from us. You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity which infringes the rights of The Vendor Center or others. Notwithstanding any other rights or restrictions in these Terms of Use, you may not use this Site to:

a) Transmit via or through the Site any information, data, text, images, files, links, or software except in connection with your authorized use of this Site or otherwise in response to specific requests for information by us.

b) Introduce to the Site or any other computer or website viruses, worms, Trojan horses and/or harmful codes.

c) Obtain unauthorized access to any computer system, including without limitation access to any application programming interface (API) that may be provided by The Vendor Center in a manner not authorized by The Vendor Center.

d) Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

e) Impersonate any other person including but not limited to, a member of this Site or an employee of The Vendor Center.

f) Invade the privacy or violate any personal or proprietary right, including intellectual property rights, of any person or entity.

g) Misrepresent the identity of a Member or use a false e-mail address.

h) Tamper with or obtain access to this Site or any component of this Site.

i) Conduct fraudulent activities.

j) Collect or harvest information regarding other members of the Site for any reason whatsoever, including, without limitation, for sending such members unsolicited commercial email.

2. Membership Eligibility:
The Site is available to members who are 18 years and older, and who have not been suspended or removed by The Vendor Center for any reason. By becoming a member you represent that you are of legal age and that you have not been suspended or removed from the Vendor Center previously. If you do not qualify, you may not use the Site. As a member, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form. A member may be either a Vendor, which is defined as a person or company that derives a portion of its revenue from selling goods wholesale, or a Retailer, a person or company that purchases goods wholesale as part of a buying co-operative and sells at retail. Upon registration, a Retailer will indicate which buying co-operative he or she is a member of, and Retailer will only be able to view the goods and the pricing for Vendor’s goods at the prices negotiated previously between Retailer’s buying co-operative and Vendor. Retailers able to view Vendor’s goods and prices, in whole or in part, will be deemed “permitted Retailers”. Retailers may not have more than one active account. You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your password. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account without your permission. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

3. Additional Terms and Conditions:
Additional terms and conditions may apply to specific portions of the Site or your membership which terms are made part of these Terms of Use by reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted or emailed for, or applicable to, a specific portion of the Site or your membership, the latter terms shall control with respect to your use of that portion of the Site or your membership.

4. Proprietary Rights:
You acknowledge and agree that the content, materials and other components (including but not limited to logos, graphics, button icons and page headers) available on the Site are the property of The Vendor Center and are protected by copyrights, trademarks, service marks or other proprietary rights and laws. If you give feedback to us regarding the Site, for example recommendations for improvements or features, implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise.

5. Prohibited Use:
a) You agree not to sell, license, or rent content or materials on the Site posted by other members

b) Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited.

c) You may not decompile, reverse engineer, disassemble, or otherwise reduce the Site to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance.

d) Subject to Section 5a above, you may not copy, frameset, enclose or otherwise distribute any part of the Site.

6. Vendors:
The Vendor Center relies upon the Vendors to display their goods on the Site and, if applicable, a Vendor will drop ship goods directly to an ordering Retailer. Each Vendor is solely responsible for its content on the Site and the goods that they sell through the Site. Without limitation, The Vendor Center is not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Site, or items advertised on the Site, by Vendors, even if appearing on the Site or in emails from us. Nothing on the Site shall be deemed to confer on any person any license or right on the part of The Vendor Center or any supplier with respect to any such image, logo or name.

7. User Content:
Vendors are solely responsible for any User Content they post to the Site, and the consequences of posting or publishing it. By "User Content", we mean any Content you post to the Site. "Content" means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials, including prices. When we say "post", we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Site. If you post User Content, you are making a guarantee to us that you either own all the content you are posting in the User Content, or you have the right to post the content. If you do not have these rights, do not post the User Content.

8. By posting your User Content, you do not lose any ownership rights you may have to it:
However, you do grant us a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content (other than price lists) in connection with the Site and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed. You also grant each permitted Retailer a non-exclusive royalty-free, fully-paid, non-sublicenseable and non-transferable license to access your User Content through the Site, including price lists, and to use, reproduce, distribute, prepare derivative works of, display and perform your User Content(except price lists) as permitted through the functionality of the Site and under these Terms of Use.

9. Prohibited Content:
If we allow you to upload User Content, you may not:

a) Provide User Content that you do not have the right to submit; this includes material covered by someone else's copyright, patent, trade secret, privacy, publicity, or any other proprietary right;

b) Forge headers or manipulate other identifiers in order to disguise the origin of any User Content you provide;

c) Provide any User Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else;

d) Provide User Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

e) Impersonate anyone else or lie about your affiliation with another person or entity in your User Content;

f) Use meta tags or any other "hidden text" utilizing any of our or our suppliers' product names or trademarks in your User Content; or

g) Provide User Content which disparages us or our partners, Vendors, Members or affiliates.

We have the sole right, but not necessarily the obligation, to delete at any time any User Content that violates these rules or that we believe to be inappropriate for any reason.

10. Your User Content Becomes Public:
You understand that once you post User Content, your content becomes public to those Members permitted to view it. We will use our best efforts to ensure that third parties cannot access the User Content. We will not disclose your User Content to third parties, except in the rare situation where we are required by law to disclose it. Prior to disclosing this information, we will inform the affected Vendor of the planned disclosure as soon as possible so as to give the Vendor as much time as possible, given the circumstances, to contest the disclosure.

11. We Are Not Responsible for User Content:
We generally do not review any of the User Content posted by our Vendors. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in User Content. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any User Content. You may find some of it to be inaccurate, offensive, indecent, or objectionable.

However, you agree not to hold us responsible in any way for your use of our Site, including your exposure to User Content.

12. Purchasing:
The Vendor Center works with outside providers for maintenance of The Vendor Center website. The Vendor Center and its partners strive for complete accuracy in description and pricing of the products on the site, however, due to the nature of the internet occasional glitches or mistakes may cause inaccuracies to appear on the site.

13. Suggested Retail Prices:
The Vendor Center displays wholesale prices for goods displayed on the Site based on price lists negotiated between the Vendors and buying co-operatives and/or wholesale distributors which are uploaded by the vendors, and we make no promises about the reliability or accuracy of any such information listed on the Site.

14. Links to Third Party Websites; No Implied Endorsements:
This Site may contain links to other websites on the Internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality or any other aspect of any linked website. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party. You should also read the terms and conditions and privacy policies of these other websites.

15. Indemnification:
By using this Site, you agree to indemnify, hold harmless and defend The Vendor Center, its respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates from any claims, damages losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without imitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (1) your use or misuse of the Site; (2) your User Content; (3) your breach of the Terms of Use; or (4) your violation of any law or the rights of a third party. You agree to cooperate as fully as reasonably required in the defense of any claim. The Vendor Center reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Your indemnification obligation will survive the termination of these Terms of Use and your use of the Site.

16. Disclaimer of Warranty:
THE SITE, ITS CONTENT AND ALL TEXT, IMAGES MERCHANDISE AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT SPECIFICALLY, BUT WITHOUT LIMITATION. THE VENDOR CENTER DOES NOT WARRANT THAT (1)THE INFORMATION AVAILABLE ON THIS SITE IS FREE OF ERRORS; (2)THE FUNCTIONSCONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (3) DEFECTS WILL BE CORRECTED OR (4) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

17. Limitation of Liability:
IN NO EVENT SHALL THE VENDOR CENTER OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR NON-VENDOR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR OTHERWISE, EVEN IF THE VENDOR CENTER HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE VENDOR CENTER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR NON-VENDOR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT OF $100. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE VENDOR CENTER OR THEIR RESPECTIVE OFFICERS DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR NON-VENDOR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF THE VENDOR CENTER.
You hereby acknowledge that the preceding paragraph shall apply to the parties that manage the provision of all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

18. Unavailability of Site:
We may alter, suspend, or discontinue this Site in whole or in part, at any time and for any reason, without notice or cost. We may in our sole discretion, terminate or suspend your use or access to all or part of the Site, or your account or membership for any reason, including without limitation, breach of these Terms of Use. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. In addition, you acknowledge that temporaryinterruptions in the availability of the Site may occur from time to time as normal events. Under no circumstances will The Vendor Center or its suppliers be held liable for any damages due to such interruptions or lack of availability.

19. Termination.
If at any time, we notify you that your access to and/or use of the Site or your account is terminated, you must cease and desist from all such access and/or use immediately. You understand that we may also continue to make your User Content available on the Site even if your use of the Site is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, User Content or access to the Site.
We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event these Terms of Use or your membership or account are terminated the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

20. Copyright Infringement:
Notice and Take Down Procedures: Notice and Take Down Procedures: If you believe that any materials on this Site infringe your copyright, you may request that they be removed. This request must bear a signature of the copyright holder or an authorized representative and must: (a) identify the allegedly infringing materials; (b) indicate where on the Site the infringing materials are located; (c) provide your name and contact information; (d) state that you have a good faith belief that the materials are infringing; (e) state that the information in your claim is accurate; and (f) indicate that "under penalty of perjury" you are the lawful copyright owner or are authorized to act on the owner's behalf. Our contact for copyright issues relating to this Site is Darrell Wabschall, 5400 Patton Drive, Suite 1, Lisle, IL 60532

21. Choice of Law and Forum:
These Terms of Use and any dispute of any sort that might arise between you and The Vendor Center or its subsidiaries, agents employees or affiliates shall be governed by and construed in accordance with the laws of the state of Illinois, without regard to its conflict of law principles, as it is applied to agreements entered into and performed therein, and excluding the United Nations Convention on Contracts for the Sale of Goods, as amended from time to time. You and The Vendor Center agree that any such claims, causes of action or disputes shall be brought exclusively in the federal or state courts having jurisdiction in DuPage County, Illinois, and you and The Vendor Center agree to submit to the personal and exclusive jurisdiction of such courts. You consent to the jurisdiction of such courts and irrevocably waive any objection including without limitation any objection to the laying of venue or based on the grounds of forum non conveniens which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. YOU AGREE THAT IF YOU WANT TO SUE THE VENDOR CENTER OR SUBSIDIARIES, AGENTS, EMPLOYEES OR AFFILIATES, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT WILL BE PERMANENTLY BARRED.

22. Damages:
In addition to any injunctive relief, you agree to pay to The Vendor Center the total amount of all actual damages (including but not limited to direct, indirect, consequential and incidental damages) caused by any violation of these Terms of Use for which you bear responsibility.

23. Miscellaneous:
Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy and your Registration, constitute the entire agreement between you and The Vendor Center with respect to the Site and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and The Vendor Center with respect to the Site. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of The Vendor Center to act with respect to a breach by you or others does not waive The Vendor Center's right to act with respect to subsequent or similar breaches. The Vendor Center's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use. These Terms of Use, and any rights and licenses granted under these Terms of Use, may not be transferred or assigned by you, but may be assigned by us without restriction. We are not liable to you for any delay or failure to perform any obligation we have under these Terms of Use if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, denial of service attack or refusal of approval or a license by a government agency.