Application and acceptance of terms

1. In order to use certain features of the Site, You must register for an account (“Account”) and provide certain information about Yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information You submit is truthful and accurate and (b) You will maintain the accuracy of such information. You may delete Your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate Your Account in accordance with these Terms.
2. Vendornode may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.
3. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.
4. The Terms may not otherwise be modified except in writing by an authorized representative of Vendornode
5. You must register as a member with Vendornode in order to access and use some Services. Further, Vendornode reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Vendornode may impose in our discretion.
6. Services (or any features within the Services) may vary for different regions, states. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Vendornode may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
7. Vendornode may launch, change, upgrade, impose conditions to suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
8. You acknowledge and agree that We will have no obligation to provide You with any support or maintenance in connection with the Site
9. As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.
10. You agree to use the Site, it’s Services or its content exclusively for your own private and business purposes. You understand and agree that you will not replicate, reproduce, re-publish, sell, distribute, download or resell any Services or any content, text, images, graphics, directories, files, databases or listings, etc available on or through the Vendornode’s website for the purposes of operating a business that competes with Vendornode, or otherwise commercially exploiting the Site Content.
11. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Vendornode is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
12. Vendornode may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that Vendornode has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
13. You agree not to undertake any action to undermine the integrity of the computer systems, architecture, database or networks of Vendornode and/or any other User nor to gain unauthorized access to such computer systems or networks.
14. By posting or displaying any information, content or material (“User Content”) on the Sites or providing any User Content to Vendornode or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Vendornode to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to Vendornode that you have all the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
15. You as user of Vendornode must be registered with Vendornode (Registered user is also referred as “Member”) to be able to some of our services such as posting ads, messaging or contacting other members via our website, creating a business profile etc., One user may register as one business or private account. Vendornode may cancel or terminate a User’s member account if Uppperbit has reasons to suspect that the User has concurrently registered or controlled two or more-member accounts. Further, Vendornode may reject User’s application for registration for any reason.
16. Upon registration on the Sites, Vendornode shall assign an account to each registered User. An account may have a limited storage space for the Member to send or receive message communication.
17. Your credentials are unique to your account. As a member you shall be solely responsible for maintaining the confidentiality and security of your credentials and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify Vendornode immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
18. Member acknowledges that sharing of your account with other persons or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreversible harm to Vendornode or other Users of the Sites. Member shall indemnify Vendornode against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Vendornode shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
19. Vendornode’s failure to impose any of above Policies or regulation above or failure to act with respect to any breach by you under the Terms shall not considered as waiver of that term nor a compromise of Vendornode’s right to act with respect to subsequent or similar breaches.

Your commitment as a member

1. You as a member represents, warrants and agrees that (i) you have full authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (ii) you use the Sites and Services for business purposes only; and (iii) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
2. Visitors/Members will be required to provide information or material relating to your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (i) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (ii) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
3. Upon becoming a Member, you consent to the inclusion of the contact information about you/your business in our Database and permit Vendornode to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
4. You as a Member agrees that (i) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (ii) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (iii) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (iv) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5. You as a Member further represents, warrants and agrees that:
   a. The User Content that you submit, post or display shall:
   
   i. be true, accurate, complete and lawful;
   ii. not be false, misleading or deceptive;
   iii. not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors, discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
   iv. not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
   v. not violate any applicable laws and regulations (including without limitation those governing export control,
   vi. consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
   vii. not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
   
   b. carry on your activities on the Sites in compliance with any applicable laws and regulations; c. conduct your business transactions with other users of the Sites in good faith;
   d. carry on your activities in accordance with the Terms and any applicable Additional Agreements;
   e. not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
   f. not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
   g. not engage in spamming or phishing;
   h. not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
   i. not involve attempts to copy, reproduce, exploit or expropriate Vendornode’s directories, databases and listings; j. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
   k. not involve any scheme to undermine the integrity of the data, systems or networks used by Vendornode and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
   l. not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
   m. not engage in any activities that would otherwise create any liability for Vendornode.
   
6. Member may not use the Services and member account to engage in activities which are identical or similar to Vendornode’s industrial marketplace business.
7. In case of any breach to our Terms and or any complaint received, you agree to provide all information as requested by Vendornode and support through all reasonable requirement from Vendornode to evaluate the complaint or breach against the member. In case of failure to do so, it may result in delay, suspension or termination of our service to you, further Vendornode shall not be obliged to any delay or loss caused by such suspension or termination, in such scenario.
8. You as a member agree that Vendornode shall not require to monitor, nor exercise any editorial control for the content of any advert, message, material or information created, obtained or accessible through Vendornode’s service or website. Further Vendornode doesn’t certify, verify or otherwise endorse the content of any comments, description, or other materials or information posted by any member. Each member is solely responsible for the contents of their communication and may be held legally liable or accountable for the content they have posted on Vendornode’s website
9. As a member you acknowledge and agrees that you are solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.

Casus fortuitous & IP rights

1. Under any circumstance or condition Vendornode shall not be held responsible for any delay, failure or disruption towards the delivery of site’s content or its services some of these circumstances could be but not limited to Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
2. Vendornode is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with Vendornode or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Vendornode are hereby reserved.
3. "VENDORNODE" and related icons and logos are registered trademarks or trademarks or service marks of Vendornode in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws.
4. Vendornode may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
5. Excluding any User Content (defined below) that You may provide, You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us or our suppliers. Neither these Terms (nor Your access to the Site) transfers to You or any third party any rights, title or interest in or to such intellectual property rights. We reserve all rights not granted in these Terms. There are no licenses granted under these Terms, whether implied, express or by implication or estoppel

Breaches by Members

1. If you as a Member is in breach of any Terms, or if Vendornode has reasonable grounds to believe that a Member is in breach of any Terms, Vendornode shall have the right to take such disciplinary actions as it deems appropriate, including but not limiting to: (i) suspension or termination of such (Member’s) account(s) in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as Vendornode may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Vendornode may deem necessary or appropriate in its sole discretion.
2. Vendornode reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject Vendornode’s to liability, or is otherwise found inappropriate in Vendornode’s opinion;
3. Vendornode reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, Vendornode may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Vendornode shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Vendornode for such disclosure.
4. You as a member agree that:
   i. You will Indemnify Vendornode, our affiliates, directors, employees, and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or Services, or from your breach of the Terms.
   ii. Vendornode is not responsible and shall have no liability to you or anyone else for any User Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Vendornode reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Vendornode in asserting any available defences.

Businesses Between Sellers and Buyers

1. For any Services, Vendornode does not represent either the seller or the buyer in specific transactions. Vendornode does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
2. You as a User understands that there may be risks of dealing with people acting under false pretences. Vendornode uses several techniques to verify the accuracy of certain information our registered businesses provide us when they register for a membership service on the Sites. However, because user verification on the Internet is difficult, Vendornode cannot and does not confirm each User's purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
3. As a user you acknowledge and understands the risks of liability or harm of any kind by conducting any purchase or sale transactions in connection with using the Sites or Services, Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents.
4. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
5. As a user you understand the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Sites as a result of purchase and sale transactions in connection with using the Sites may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each User agrees that Vendornode shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6. As a user you understand the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants.

Limitation of Legal responsibility

1. The Services or products provided by Vendornode to its maximum extent is As it is available on our website with any/all faults as observed and we hereby further disclaims any and all warranties, express or implied including but not limited any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions or undertakings are hereby excluded.
2. Any material downloaded or otherwise obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to Vendornode’s (Vendornode) computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Vendornode or through or from the Sites shall create any warranty not expressly stated herein.
3. Vendornode shall not be held responsible for any special, direct, indirect, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
   
   a) the use or the inability to use the Sites or Services;
   b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;
   c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
   d) unauthorized access by third parties to data or private information of any User;
   e) statements or conduct of any User of the Sites; or;
   f) any matters relating to Services however arising, including negligence.
   

Notices

1. All legal notices or demands to or upon Vendornode shall be made in writing and sent to Vendornode via email at: support@Vendornode.com.au. The notices shall be effective when they are received by Vendornode via email.
2. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Vendornode, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when, Vendornode is able to demonstrate the deliverance of the message to the user, or immediately upon Vendornode posting such notice on an area of the Sites that is publicly accessible without charge.
3. You agree that all agreements, notices, demands, disclosures and other communications that Vendornode sends to you electronically satisfy the legal requirement that such communication should be in writing.
4. This Agreement will be governed in all respects by the laws of Western Australia. We encourage you to try and resolve disputes using certified mediation (such as online dispute resolution processes). If a dispute cannot be resolved then you and Vendornode irrevocably submit to the non-exclusive jurisdiction of the courts of Australia.