VENDORCITY'S USER AGREEMENT

Date of last revision: July 7, 2008

VendorCity, Inc. ("VendorCity") provides you, the user ("You"), with access to view the ratings and recommendations of a variety of businesses and service providers (collectively, "Vendors") provided by other users, and with the ability to create Your own ratings and recommendations of the Vendors You use.

This User Agreement ("Agreement") sets forth the terms and conditions on which you may access and use the VendorCity Service (as defined below). In order to use the Service, You must read and accept all of the terms and conditions of this Agreement. If You do not agree to be bound by the terms of this Agreement, You may not use nor access the Service. By using the Service, You acknowledge that You have read, understood, and agree to be bound by all of the terms, conditions, restrictions and notices contained in this Agreement and that this Agreement is legally binding on You. Violation of any of the terms set forth herein may result in the termination of Your account to access the Service ("Account").

VendorCity reserves the right to modify this Agreement at any time, and without prior notice, by posting modifications to this Agreement on the www.vendorcity.com website (the "Website"). Your continued use of the Service indicates your acceptance of the Agreement as amended.

TERMS OF USE

1. VENDORCITY SERVICE

VendorCity provides ratings and recommendations on a variety of Vendors based upon the actual first-hand experiences other users have had with the services or products provided by Vendors, and also provides You with the ability to share ratings and recommendations with others of the Vendors You use (collectively, the "Service").

2. REQUIRED INFORMATION

You hereby consent to providing your legal full name, company name, a valid email address, and any other information requested in order to complete the member enrollment process.

3. MINIMUM AGE

You must be eighteen (18) years of age in order to use the Service and by agreeing to the terms of this User Agreement, You acknowledge that You are at least eighteen (18) years of age.

4. USE VOID WHERE PROHIBITED

Use of the Service is void where prohibited by law.

5. PRIVACY POLICY

VendorCity has established a privacy policy (the "Privacy Policy") to explain to You, and other users, how Your personal information is collected and used. This privacy policy is accessible from the link at the bottom of the homepage of the Website and most of other pages of the Website. By agreeing to these Terms of Use, you acknowledge that you have reviewed the Privacy Policy and consent to the use of your personal information in accordance with its terms, as such terms may be updated from time to time in accordance with the Privacy Policy.

6. FEES

Currently, signing up for a VendorCity Account is free. Certain other services are provided for free only to beta users. VendorCity reserves the right to charge for the VendorCity Service or any portion thereof, modify the pricing of, or to add to or discontinue the VendorCity Service or any portion thereof without prior notice.

7. SUSPENSION AND CANCELLATION:

VendorCity, in its sole discretion, has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service, for any reason, or no reason, at any time. VendorCity reserves the right to refuse access to the Service to anyone for any reason at any time.
Termination of Your Account will include removal of Your access to all offerings of the Service and may include the deletion of the content included in or associated with Your Account.

8. ACCOUNT SECURITY

When You register for an Account, You will be asked to select Your user name and password. Your user name and password, and any other login information, may only be used by You - multiple persons logging in under one Account is not permitted. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are responsible for all activities that occur under Your user ID and password.

9. LIMITED LICENSE TO SERVICE

VendorCity grants You a limited license, subject to the terms, conditions and limitations herein, to access and use the recommendations and ratings provided by the Service solely for Your internal business purposes. You acknowledge and agree that You shall not, nor permit or cooperate with any third party to, access, reproduce, duplicate, copy, sell, re-sell, or otherwise exploit for any commercial or educational purpose the ratings and recommendations and any other content provided by the Service, without the express written consent of VendorCity.

10. VENDOR REVIEWS

(a) We encourage You to submit Your own ratings and recommendations on the Website, so that others may benefit from your experiences. By submitting Your recommendations, You acknowledge and agree that:

(i) all of Your ratings and recommendations will either be based upon (i) Your personal experience with the Vendor You are reviewing, or (ii) Your company's first-hand experience with the Vendor You are reviewing;

(ii) all of Your recommendations of the Vendors that You are rating will be accurate, complete and not misleading in an respect;

(iii) You do not work for, have an ownership stake in, or serve as a director, advisor, or consultant for any of the Vendors for which You submit recommendations;

(iv) You are not in any way related (by blood, adoption or marriage, if the Vendor is an individual) to any of the Vendors for which You submit recommendations; and

(v) Your recommendations will be made public and that Your personal information may be shared based upon the privacy settings you select as then in effect in accordance with your Account; and

(b) You hereby represent and warrant that all recommendations and other Content (as defined below) that you provide do not infringe or misappropriate any copyright, privacy right or other intellectual property, proprietary or other right of any third party.

11. CONTENT LICENSE

Although VendorCity does not claim ownership of any of the recommendations, ratings, communications, information, data, text or other materials you submit (collectively, the "Content"), You automatically grant, and You represent and warrant that you have the right to grant, to VendorCity an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide license to copy, perform, display, reproduce, adapt, modify, distribute, and otherwise use such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing VendorCity with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website by any other party.

12. VENDORCITY CONTENT

VendorCity does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that VendorCity is a repository for Users to access the reviews of other Users. You understand that all Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that VendorCity does not control, and is not responsible for Content made available through the Service.

You further acknowledge that VendorCity has no obligation to screen, preview, monitor or approve any Content, or Content posted or submitted by any other VendorCity User, and that the Content expresses only the views, opinions and conclusions of the person submitting the Content. However, VendorCity reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement (including, without limitation, the provisions of Section 14).

13. VENDORS

VendorCity does not endorse and is not responsible or liable for any Content, data, advertising, products, goods or services available or unavailable from, or through, any Vendors. You agree that should You use or rely on such Content, data, advertisement, products, goods or services, available or unavailable from, or through any Vendor, VendorCity is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Vendor, and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Vendor (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve VendorCity.

You agree that VendorCity is not responsible for the accessibility or unavailability of any VendorService Provider or for Your interactions and dealings with them. You hereby waive the right to bring or assert any claim against VendorCity relating to any interactions or dealings with any Service Provider, and release VendorCity from any and all liability for or relating to any interactions or dealings with Vendors.

14. MISCELLANEOUS

In connection with Your use of the Service, You represent and warrant that You shall not:

(a) submit any recommendations that may be considered by VendorCity to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;

(b) submit recommendations that comment on other users or the reviews of other users;

(c) submit recommendations that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden the VendorCity website or the Service;

(d) access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);

(e) take any action that would undermine the rating and recommendation process under the Service;

(f) attempt to gain unauthorized access to the Service, other user Accounts, or other computer systems or networks connected to the Service;

(g) re-sell or otherwise transfer Your rights or obligations under this Agreement; and

(h) access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational or other purposes not related to Your personal purchasing decisions, the Website (and any and all of the content therein), without the express written consent of VendorCity, which consent may be withheld by VendorCity in our discretion.

The ratings and recommendations that You provide do not reflect the views of VendorCity, its officers, managers, owners, employees, agents, designees or other users. In addition, VendorCity retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. VendorCity may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, VendorCity may seek any and all other remedies available to it, including (i) injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (ii) if damages are ascertainable, damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

No joint venture, partnership, employment or agency relationship exists between You and VendorCity as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement

15. LIMITATION OF WARRANTY

VendorCity does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your expectations, and (v) any errors in the Service will be corrected.
You understand and agree that THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT VENDORCITY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. VENDORCITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU HEREBY AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to You as they relate to implied warranties.

16. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VENDORCITY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF VENDORCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY VENDORS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) YOUR USE OF OR RELIANCE ON ANY CONTENT; OR (G) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY VENDORS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT VENDORCITY CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO VENDORCITY THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR VENDORCITY, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION 16) SUFFERED BY YOU AS A RESULT OF THE FAILURE OF VENDORCITY TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY VENDORCITY.

17. INDEMNIFICATION

You agree to indemnify, defend and hold harmless VendorCity, its officers, managers, owners, employees, agents, designees, users, successors, assigns, Vendors and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of this Agreement by You; (b) the Content or other information provided by You to VendorCity or that You submit, transmit or otherwise make available through the Service; (c) Your use of the Service; or (d) any violation of any rights of another or damages You may have caused to another. VendorCity will have sole control of the defense of any such damage or claim.

18. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES; ATTORNEYS FEES

You understand and agree that in the event you breach the terms of this Agreement, the amount of damages may be difficult or impossible to calculate. In the event that VendorCity pursues legal action to enforce the terms and conditions of this Agreement, and the amount of damages cannot reasonably be determined, You will pay the following amounts as liquidated damages, which you accept as reasonable estimates of VendorCity's damages for the specified breaches of this Agreement:

(a) If you post Content in violation of this Agreement, You agree to promptly pay VendorCity One Thousand Dollars ($1,000) for each item of Content posted in violation of this Agreement.

(b). If you display, copy, duplicate, reproduce, sell, re-sell or otherwise exploit for any purpose any Content in violation of this Agreement, You agree to pay Ten Thousand Dollars ($10,000) per violation.

(c). If you use computer programming routines that are intended to search or aggregate records or reports from the Service or which otherwise damage, interfere with, disrupt, impair, disable or overburden our Website, You agree to pay One Hundred Dollars ($100) for each such report or record that is searched or otherwise affected by You..

Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.

In addition, You shall be responsible for paying or reimbursing VendorCity for all of VendorCity's costs and expenses incurred in any action to enforce any of the provisions of this Agreement, including, without limitation, all court costs and VendorCity's reasonable attorneys' fees.

19. NOTICE

You agree that VendorCity may communicate any notices to You under this Agreement, through email, regular mail or posting the notices on the Website. All notices to VendorCity will be provided by either sending a letter, first class certified mail, to VendorCity, Inc., 7 Bloody Brook Road, Hampstead, NH 03841.

20. ENTIRE AGREEMENT

This Agreement governs Your use of the Service and constitutes the entire agreement between You and VendorCity. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and VendorCity regarding the subject matter contained in this Agreement.

21. ARBITRATION; GOVERNING LAW

(a) Your hereby acknowledge and agree that if any dispute arises between VendorCity and You pertaining to this Agreement (excepting only any cause of action giving rise to a claim for equitable relief) which the parties are unable to resolve amicably, such dispute shall be submitted to arbitration before a single arbitrator selected by mutual agreement of the parties, and the fees of which shall be paid equally by VendorCity and You. The arbitration proceeding shall be conducted in accordance with the then-prevailing Rules of Commercial Arbitration of the American Arbitration Association and shall take place in Manchester, New Hampshire.
(b) The arbitrators shall not contravene or vary in any respect any of the terms or provisions of this Agreement. The award of the arbitrators shall be final and binding upon VendorCity and You, and judgment upon any award rendered therein may be entered and enforced in any court of competent jurisdiction, including the New Hampshire Superior Court.
(c) Neither this arbitration provision nor a pending arbitration shall prevent either party from obtaining injunctive relief for any matter at any time. The parties hereby acknowledge that the United Nations Convention of the International Sale of Goods shall not apply to this Agreement.
(d) This Agreement is governed by, and shall be interpreted in accordance with, the laws of the State of New Hampshire, without regard for its conflicts of laws rules.

22. ASSIGNMENT

This Agreement may not be assigned or otherwise transferred by You without the prior written consent of VendorCity, which consent shall not be unreasonably withheld.

23. COPYRIGHT INFRINGEMENT

If you believe that your own copyrighted work is accessible on the Website or Service in violation of your copyright, you may provide VendorCity with a written communication as set forth in the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512 et. seq. that contains substantially the following information:

Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed so that we can locate the material.
Identify the URL or other specific location (in reasonable detail) on the Website or Service that contains the material that you claim infringes your copyright.
Provide the signature of the owner of the copyright or a person authorized to act on the owner's behalf.
Include a statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
Include a statement that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.
Include your name, mailing address, telephone number and email address.

You may submit your notice to VendorCity as set forth below.

By mail:

By phone:

603.329.6293

By email:

CopyrightAgent (at) VendorCity .dot. com

Upon receiving a proper notice of alleged copyright infringement, VendorCity will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim.
If, on the other hand, You believe your own copyrighted material has been removed from the Website and/or Service as a result of a false claim, mistake or misidentification, You may submit a written notification to VendorCity as set forth above. The notice must include substantially the following:

Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which the service provider may be found.
A statement that you will accept service of process from the party that filed the Notification of Alleged Copyright Infringement or the party's agent.
Your name, address and telephone number.
A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
Your physical or electronic signature.

If you send us a valid, written notice meeting the requirements described above, we will restore your removed or disabled material promptly, unless VendorCity receives notice from the party filing the original notice of alleged copyright infringement informing VendorCity that such party has filed a court action to restrain You from engaging in infringing activity related to the material in question.
Please note that you may be liable for damages, including court costs and attorneys' fees, if you materially misrepresent that content on the Website and/or Service infringes Your copyright or that any of Your material was improperly removed from the Website, and that filing any false form constitutes perjury.