Terms of Use

ADVERTISING TERMS AND CONDITIONS FOR THEVENDORGUIDE.COM

The following Terms and Conditions ('Advertising Terms') shall be deemed to be incorporated into and shall apply to all purchases of advertising to be displayed on TheVendorGuide.com. The Advertising Terms, in conjunction with the advertising order ('Order'), shall be deemed the 'Advertising Agreement'. By purchasing ads online, advertiser agrees to be bound by the following terms and conditions:

1. Orders. From time to time, Advertiser may submit advertising orders ('Orders'). No Order shall be effective when accepted by TheVendorGuide.com, at which point the Order shall become subject to these Advertising Terms. TheVendorGuide.com shall use reasonable efforts to deliver Advertiser's ads and other promotions ('Ads') in accordance with the applicable Order. In the event that TheVendorGuide.com promises to insert an Ad and does not do so within the time period promised, TheVendorGuide.com's sole and exclusive obligation shall be to insert such Ad as soon as practical.

2. Ads. The text and format of all Ads shall be subject to TheVendorGuide.com's then-current technical standards. TheVendorGuide.com may edit, reject, cancel or re-classify any advertisement at any time to its sole discretion. TheVendorGuide.com does not undertake to review Ads for accuracy, or for the possibility that Ads may create liability to third parties. Advertiser shall not provide to TheVendorGuide.com any Ads that: (a) infringe any intellectual property rights, or publicity/privacy rights; (b) violate any law or regulation; (c) are defamatory, harmful to minors, obscene or pornographic; (d) is fraudulent, deceptive, threatening, abusive, harassing, profane, racially or ethnically objectionable; (e) contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or is intended to be used to access, modify, delete, damage, or disable the functionality of TheVendorGuide.com; (f) are materially false, misleading or inaccurate.

3. Ownership of Ad Copy. All advertising copy that represents the creative effort of the TheVendorGuide.com and/or the utilization of creativity, illustrations, labor, composition or material furnished by it, remains the property of the TheVendorGuide.com, including all rights of copyright therein. The advertiser cannot authorize photographic or other reproductions in whole or in part of any such advertising copy for use in any other medium without the expressed written consent of TheVendorGuide.com or affiliated companies (VGVisuals).

4. Typographical Errors, Incorrect Insertions or Omissions. Advertiser's contract cannot be invalidated, and TheVendorGuide.com will not be liable, for (a) the incorrect online publication (including, without limitation, typographical errors) or insertion or any omission of Advertiser's advertising or (b) any resulting losses.

5. Technical Quality. TheVendorGuide.com shall not be responsible for any material that is not properly displayed or that cannot be accessed or viewed by any user because the material was not received by TheVendorGuide.com in the proper form, in a timely manner, or in an acceptable technical quality for display on TheVendorGuide.com's site, or is not compatible with any software or hardware used by TheVendorGuide.com.

6. License. Advertiser hereby grants to TheVendorGuide.com nonexclusive, worldwide, perpetual, non-terminable, sub-licensable, royalty-free, fully paid up license to use, copy, distribute, modify, perform, publish and display any provided Advertiser Content, including all associated trademarks in connection therewith; (a) as necessary to perform its obligations under this Agreement; and (b) as necessary for TheVendorGuide.com to include such reproductions in its portfolio and other materials intended to market TheVendorGuide.com body of work, directly or indirectly.

7. Indemnity. Advertiser shall defend, indemnify and hold harmless TheVendorGuide.com and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and expert witnesses' fees) incurred or arising from any Ads or goods or services promoted in the Ads. TheVendorGuide.com may participate in the defense at its expense.

8. Liability Limits. THEVENDORGUIDE.COM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THEVENDORGUIDE.COM BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE ADVERTISING AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE. IN NO EVENT SHALL THEVEND0RGUIDE.COM's TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNTS ADVERTISER ACTUALLY PAID TO THEVENDORGUIDE.COM FOR ADS IN THE PRIOR 12 MONTHS. . NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. Advertiser acknowledges that it has not submitted an Order in reliance upon any warranty or representation except those specifically set forth herein.

9. Rates. TheVendorGuide.com may revise its schedule of rates at any time by giving 30 days written notice to Advertiser at the expiration of the original or current advertising term. If Advertiser elects not to accept the rate revision it may terminate the contract by written notice prior to the time the new rates become effective. If an Advertiser does not provide such written notice, it shall be deemed to have accepted such revised rates.

10. Payment. Advertiser shall make payment according to the terms selected by Advertiser in the check-out process. Payments for advertising on TheVendorGuide.com will be made by credit card, electronic check or other means approved by TheVendorGuide.com.

11. Credit Card Payments. When submitting a credit card, Advertiser will choose either to pay the full balance, or monthly recurring credit card charges. Advertiser agrees to maintain enough available credit on Advertiser's credit card until TheVendorGuide.com's monthly fees are charged to it. Advertiser agrees that Authorize.net may store and use your payment information (including credit card information) for processing payments to TheVendorGuide.com. No credit card or other financial information will be stored at any time by TheVendorGuide.com.

12. Electronic Fund Payments. When Advertiser provides an electronic check as payment, Advertiser authorizes TheVendorGuide.com either to use information from Advertiser's check to make a one-time electronic fund transfer from Advertiser's account or to process the payment as a check transaction. Advertiser authorizes TheVendorGuide.com to collect a fee of $35.00 through an electronic fund transfer from Advertiser's account if payment is returned unpaid. When TheVendorGuide.com uses information from an Advertiser to make an electronic fund transfer, funds may be withdrawn from Advertiser's account as soon as the same day Advertiser makes the payment and Advertiser will not receive the check back from its financial institution.

13. Termination. Advertiser understands and agrees that ad campaigns are non-cancelable and non-refundable during the term selected by the Advertiser. Ads automatically renew month-to-month without express notification of Advertiser's intent to cancel. Advertiser may terminate advertising at the expiration of their ad campaign upon 30 days prior written notice to: sales@TheVendorGuide.com.

Or by writing to:

The Vendor Guide.com
P. O. Box 1701
Euless, TX 76039

Either party for a material breach, which remains uncured 10 days following written notice thereof, may also terminate this Advertising Agreement. Sections 4-7, and any owed, but unpaid payment obligations, shall survive any termination of the Advertising Agreement.

14. General. The Advertising Agreement is governed by and construed in accordance with Texas law, without regard for conflict of law principles. Both parties submit to personal jurisdiction in Texas, and any cause of action related to the Advertising Agreement shall be brought in a court in Dallas County, Texas. If performance hereunder (other than payment) is interfered with by any condition beyond a party's reasonable control, the affected party shall be excused from performance to the extent of such condition. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Advertising Agreement. Any notices hereunder shall be in writing and delivered to the address specified on the Order. Advertiser may not assign its rights or delegate its duties without TheVendorGuide.com's prior written consent, and any such attempted assignment shall be void and of no effect. These Advertising Terms and any accepted Orders are the entire understanding and agreement of the parties with regard to advertising on TheVendorGuide.com website and supersede any and all oral or written agreements regarding advertisements on the site, or understandings between the parties, as to this subject matter, with the exception of print advertising agreements for The Vendor Guide publication. The Advertising Agreement may be changed only in writing, signed by both parties. In the event of any conflict between these Advertising Terms and an Order, the terms of the Advertising Terms shall prevail. Any conflicting terms in any purchase order, order acknowledgment, invoice or other similar business form are hereby expressly rejected.

15. Consent to Receive Faxes. Advertiser consents to receive facsimile communications regarding its goods and services.

16. Removal or Change of Content on TheVendorGuide.com Site. TheVendorGuide.com may, at its sole discretion, remove any part of TheVendorGuide.com site or portions thereof, or change the content or the nature, subject matter, design, structure or feel of any of the content areas on such sitewith or without cause. TheVendorGuide.com may also change the URL upon reasonable notice to Advertiser.

17. Force Majeure. All advertising agreements are conditional upon strikes, fires, acts of God or the public enemy, war or any cause not subject to the control of TheVendorGuide.com, excluding Advertiser's failure and/or inability to perform.

18. Level of Audience. Unless otherwise specified in writing, TheVendorGuide.com does not guarantee any minimum level of audience or minimum number of impressions or click-throughs with respect to the Advertisement(s) or other material provided by Advertiser.