Member Service Agreement

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SECURITY VENDOR RECRUITER, LLC

MEMBERSHIP AGREEMENT

 

This Agreement is between Security Vendor Recruiter, LLC (“SVR,” “we,” “us” or “our”) and you the user (the “User,” “you” or “yourself”). SVR displays reviews and ratings on a variety of security vendors, private security firms and other security-related companies (the “Service Providers”) to allow you to read and learn about the experiences other users had with these Service Providers. We also provide you an opportunity to write your own reviews and ratings on the Service Providers you engage. SVR may also operate or market from time to time, without limitation, other products, deals, coupons, discounts, vouchers, offers or e-commerce promotion (collectively, “Promotions”). All products and services provided by SVR in this Agreement will be called “Service” or “Services.”

 

In order to use the Service, you must read and accept all of the terms and conditions of this Membership Agreement (“Agreement”). This Agreement may be modified by SVR from time to time in our sole discretion, and you may not receive notice if modifications to the Agreement are made. It is your responsibility to stay appraised of the terms and any changes to this Agreement. By accepting this Agreement, you also agree that your use of any of the other websites we operate may be governed by separate terms and conditions, agreements and privacy policies.

 

YOUR USE OF OUR SERVICES SIGNIFIES ACCEPTANCE THE TERMS OF THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

 

  1. SVR SERVICE.

 

SVR displays reviews and ratings on a variety of Service Providers based upon the actual experiences other users had with these Service Providers. We also provide you with the opportunity to provide reviews and ratings on the Service Providers you use.

 

  1. SVR Subscriptions and Memberships.

 

SVR members may have one of the following memberships (“Memberships”):

  1. Vendors: monthly subscription
  2. Recruiters:
    1. one-time access;
    2. monthly access; or
    3. yearly access.
  • Master Recruiter: monthly subscription

 

 

You may logon to https://www.VendorRecruiter.com and check your homepage to confirm which membership you currently subscript to. Depending on the membership you choose, these benefits may include:

  • Exclusive savings on applicable ecommerce offers exclusive to SVR;
  • Nationwide access to ratings and reviews;
  • Industry related magazines, blogs or other digital content;
  • Exclusive coupons and discounts from Service Providers;

 

  1. Membership Benefits.

 

  1. Vendors:
    1. The ability to advertise their business to our network of recruiters;
    2. Ratings and reviews by verified “Recruiters” and “Clients;”
    3. The ability to post feature postings on the homepage to further advertise your company; and
    4. Free job advertisements.
  2. Recruiters: The ability to search our network of active services providers.
  • Applicants: The ability to search our database of employment advertisements.

 

The benefits of your SVR membership are available only while your membership is active and your SVR account is in good standing. SVR reserves the right to modify the memberships at any time in its sole discretion. Your selected membership might be different than that of another new or existing member who acquired the same membership in the same market. You may check your membership details on our website, by emailing MemberServices@VendorRecruiter.com, or by calling a SVR call center representative at (877) 437-4787.

 

  1. REGISTRATION INFORMATION.

 

As a condition of your use of our Services, you agree to (a) provide SVR with true, accurate, current and complete information as prompted by the forms we use for such purposes; and (b) update and maintain your information to maintain accuracy and completeness of such information.

 

  1. PRIVACY POLICY.

 

SVR has established a Privacy Policy so you know how your personal information is collected and used. You can find our Privacy Policy at https://www.VendorReruiter.com.

 

  1. AGE; USE VOID WHERE PROHIBITED.

 

You must be 18 years of age or older to use or register for Services.  Membership or use of our Services is void where prohibited.

 

  1. SERVICE FEES AND BILLING METHODS; AUTOMATIC RENEWAL.

 

  1. Membership Fee.

 

SVR will charge you a membership fee in order to provide you our Service(s). Your membership fee is the amount you were charged for one term of your membership, not including any promotions or discounts that may have been applied (the “Membership Fee”). For this or other reasons, the Membership Fee might be different than the amount paid by another new or existing member who purchased the same services in the same market. You may check your membership details on our website, by emailing MemberServices@VendorRecruiter.com, or by calling a SVR call center representative at (877) 437-4787.

 

You acknowledge that SVR reserves the right, at any time, to modify its Membership Fees and billing methods. Membership Fees may be paid in advance by credit card, debit card, or PayPal.

 

  1. Automatic Renewal.

 

If you have paid for a membership, SVR will automatically renew your membership for one year at the Membership Fee for the membership (as such Membership Fee may be modified as provided above) using the credit card, debit card or other payment information on file with SVR. Such renewal payment will take place on or about your Renewal Date. Your membership will continue, and your payment method will be charged, the Membership Fee until you cancel the membership, which you may do at any time (see “Canceling Your Membership,” below).

 

If the payment processing for the renewal of your membership fails for any reason, we will attempt to re-process your renewal for up to six months. Except as otherwise required by applicable law, you agree that SVR will not provide you with any notices prior to each annual renewal payment.

 

If you chose our free membership, your membership also will renew on your renewal date, but you will not be charged.

 

  1. Canceling Your Membership

 

You may cancel your membership at any time by contacting SVR by first-class certified mail at P.O. Box 4052, Hallandale, FL 33008; by telephone at (877) 437-4787; or by email at MemberServices@VendorRecruiter.com.  If you wish to avoid renewal, your cancellation request must be received by no later than 5:00 p.m. EST on the business day prior to your Renewal Date.

 

  1. Membership Fee Refund Policy:

 

  1. 100% Satisfaction Guarantee – You may request a refund of 100% of your Membership Fee.
  2. Automatic Renewal Refund – Regardless of when you joined SVR, if your Plan automatically renews and you cancel your Plan within thirty (30) days after your Renewal Date, You may request a full refund of the Membership Fee.
  • Under no circumstances shall refunds exceed 100% of your Membership Fee.
  1. In accordance with Section 9 below, if SVR terminates your account for any reason and you are not in breach of this Agreement, SVR will refund our Membership Fee on a pro rata basis from the date of such termination to the end of the then current term.
    • Members are not entitled to refunds of their Membership Fee under any other circumstances.

 

  1. LIMITED LICENSE.

 

By agreeing to the terms and conditions of this Agreement, we grant you a limited license to access our Services. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit any aspect of our Services for any non-personal purpose without the express written consent of SVR.  This includes, but is not limited to, use of our Services or related materials for educational, commercial, social or any purpose beyond the scope of this Agreement.

 

  1. INCENTIVES.

 

SVR reserves the right to offer incentives from time to time for the selection of certain memberships.

 

  1. ACCOUNT SECURITY.

 

You will be assigned a user ID and a password when you register. Your user ID and password can only be used by you or members of your business, meaning any person who is currently in your employment. You are solely responsible for maintaining and protecting the confidentiality of your user ID and password, and you are fully responsible for all activities that occur under your user ID and password.

 

  1. TERM AND TERMINATION.

 

The term of this Agreement (“Term”) will be in effect and continue so long as you have an active membership. In other words, the Term shall continue through each automatic membership renewal until termination by either party in accordance with the terms of this Agreement.

 

We may, for any reason in our sole discretion, terminate this Agreement, your account, and your access to the Service. If we only terminate your account for our convenience and you are not in breach of this Agreement, we will refund your Membership Fee on a pro rata basis from the date of such termination to the end of the then current term.

 

Termination of your account will include removal of Your access to all offerings of the Service, deletion of your password, deletion of all related information and files, may include the deletion of the Reviews associated with your account (or any part thereof), and bar further use.

 

  1. REVIEW SUBMISSIONS.

 

By submitting your reviews and/or ratings, you acknowledge and agree that:

  1. Your reviews and ratings will be based on your first-hand experience with the Service Provider(s);
  2. You do not work for, own any interest in, or serve on the board of directors of or have any financial interest or involvement of any of the Service Providers review or rate;
  3. You do not work for, own any interest in or serve on the board of directors of any competitors of the Service Providers for which you submit reviews and ratings;
  4. You are not in any way related in anyway whatsoever to any Service Provider you review and rate;
  5. Your reviews and ratings of the Service Provider(s) will be truthful, accurate and complete in all respects;
  6. Your name and review information will be made available to the Service Providers you review; and
  7. SVR may redact, delete, or reject your reviews if they do not conform with SVR’s publication criteria, which may change from time to time at SVR’s sole discretion.

 

  1. LICENSES AND PROMOTION PLACEMENT.

 

SVR does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials you provide (collectively, the “Reviews”). But by providing Reviews you automatically grant us, and you represent and warrant that you have the right to grant, an irrevocable, fully paid, non-exclusive, perpetual, worldwide license to use, modify, reproduce, display, perform, adapt, copy and distribute such Reviews and to prepare derivative works of, or incorporate into other works, such Reviews, and to grant and to authorize sublicenses in our sole discretion of any of the foregoing. In addition, by providing us with Reviews, you automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Reviews on our website by any other party.

 

You understand that we may disseminate, display, or place Promotions near, with, or adjacent to your Reviews in any form or media whatsoever.  The extent, mode, and manner of such Promotions are subject to change at our discretion and without notice.

 

  1. SERVICE PROVIDERS.

 

We do not endorse nor are we liable for any Reviews, Service Provider Responses, Promotions, data, advertising, products, goods or services available or unavailable from, or through, any Service Providers. You agree that should you use or rely on such Reviews, Service Provider Responses,  Promotions, data, advertising, products, goods or services available or unavailable from, or through, any Service Providers, and SVR is not responsible or liable, directly or indirectly, 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 Service Provider, and any other terms, conditions, representations or warranties associated with such dealings, are between you and that Service Provider and does not involve SVR in any way whatsoever. You should investigate or research the Service Provider to the extent that you deem necessary or appropriate before hiring or engaging that Service.

 

 

  1. PUBLICATION AND DISTRIBUTION OF REVIEWS.

 

SVR does not guarantee the quality, integrity, accuracy or appropriateness of any Reviews transmitted to or through the Service. You acknowledge that we simply act as a passive conduit and an interactive service provider for the distribution and publication of Reviews and for the publication and distribution of any content posted by Service Providers in response to Reviews (“Service Provider Responses”). You understand that all Reviews and Service Provider Responses posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Reviews originated. You understand that we do not control and are not responsible for Reviews or Service Provider Responses made available through the Service, and that by using the Service, you may be exposed to Reviews that are misleading, inaccurate, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Reviews and Service Provider Responses.

 

You further acknowledge that we have no obligation to preview, monitor, screen or approve any Reviews or Service Provider Responses, or Reviews posted or submitted by any other member or any Service Provider. However, we reserve the right to review and delete any Reviews that, in our sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely your responsibility to evaluate your risks associated with the use, accuracy, usefulness, completeness or appropriateness of any Reviews that you submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will we be liable in any way for any Reviews or Service Provider Responses, including, but not limited to, any Reviews or Service Provider Responses that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any Reviews or Service Provider Responses submitted, accessed, transmitted or otherwise conveyed via the Service. You waive the right to bring or assert any claim against SVR relating to Reviews or Service Provider Responses, and release SVR from any and all liability for or relating to any Reviews or Service Provider Responses.

 

  1. CONDUCT.

 

To use our Services, you represent and warrant that you:

  1. Are above the age of eighteen (18);
  2. Have sufficient rights in and to all content that you provide, transmit or otherwise convey to SVR in connection with the service;
  3. Will not submit any reviews that may be considered by SVR to be obscene, harassing, abusive, offensive, threatening, unlawful, defamatory, hateful, libelous, harmful, vulgar, distasteful, profane, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
  4. Will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with SVR, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
  5. Will not submit reviews that are encrypted or that contain viruses, spiders, worms, time bombs, Trojan horses, cancelbots, or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our website;
  6. Will abide by the letter and spirit of the terms and conditions of this agreement and all applicable local, state, national or international laws;
  7. Will not take any action that would undermine the rating and review process under the service;
  8. Will not post non-local or otherwise irrelevant content, repeatedly post the same or similar content;
  9. Will not attempt to gain unauthorized access to the service, other user accounts, or other computer systems or networks connected to the service;
  10. Will not submit reviews that comment on other users or the reviews of other users;
  11. Will not use the service in any manner that infringes, misappropriates or violates any third party’s rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s intellectual property rights, fiduciary rights, publicity rights, contractual rights, or;
  12. Will not use the service in any way that could interfere with the rights of SVR or the rights of other users of the service;
  13. Agree not to re-sell or assign your rights or obligations under this Agreement;
  14. Will not reproduce, duplicate, copy, sell, re-sell or exploit any Reviews;
  15. Will submit thorough and thoughtful reviews of the Service Providers you review;
  16. Will not access, download or copy any information contained on our website through artificial means, including, but not limited to, viruses, spiders, worms, time bombs, Trojan horses, cancelbots, or other computer programming routines;
  17. Grant us an irrevocable, non-exclusive, perpetual, worldwide license to use, modify, reproduce, display, perform, adapt, copy and distribute such Reviews and to prepare derivative works of, or incorporate into other works, such Reviews, and to grant and to authorize sublicenses of the foregoing;
  18. Agree not to create an account or use SVR services if your account previously has been terminated by SVR or if you previously have been banned from using the services; and
  19. agree not to: (i) register for more than one account or register for an account on behalf of an individual other than yourself; (ii) impersonate any person or entity, including, but not limited to, SVR personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (iii) advocate, encourage or assist any third party in doing any of the foregoing activities in this subsection.

 

The reviews and ratings that you or other members provide do not reflect the views of SVR, its officers, managers, owners, employees, agents, designees or other users. In addition, SVR retains the right, in its sole discretion, to determine whether your use of the Service is consistent with the terms and conditions of this Agreement. SVR 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, SVR may seek any and all other remedies available to it, including: (a) seeking 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 (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.

 

  1. ACCESSABILITY; AVAILABILITY.

 

You agree that we are not responsible for the accessibility or availability of any Service Provider.  You also agree that we are not responsible for your interactions and dealings with them, and you waive the right to bring or assert any claim against us relating to any interactions or dealings with any Service Provider, and release us from any and all liability for or relating to any interactions or dealings with Service Providers. In addition, you agree that we may exclude Service Providers from displaying in search results on our website for failing to meet particular SVR standards regarding Service Provider conduct.  In addition, you understand that SVR may exclude Service Providers from displaying in search results on our website for failing to meet particular SVR standards regarding Service Provider conduct and performance.

 

We may, in our sole discretion, have criminal and/or financial background checks conducted on certain Service Providers. By having such background checks conducted, SVR DOES NOT WAIVE ANY OF ITS DISCLAIMER OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 23 (WARRANTY DISCLAIMER), OR SECTION 22 (LIMITATION OF LIABILITY).

 

  1. DISCLOSURE OF INFORMATION.

 

As we continue to develop our business, we may sell or buy other companies or assets, and we may be acquired or have substantially all of our assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.

 

  1. MODIFICATION OF TERMS AND CONDITIONS.

 

We reserve the right to modify the terms and conditions of this Agreement at any time, and such modification(s) will be effective immediately upon being posted on our website. You will receive notice if modifications to the Agreement are made. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue use of the Service.

 

  1. MODIFICATION, LIMITATION OF SERVICE.

 

We reserve the right to limit access to, modify, change or discontinue the Service with or without notice to you at any time and we shall not be liable to you for any such modification, suspension or discontinuance of the Service. You agree that we will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that we may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Service in a given period of time. You agree that SVR has no responsibility or liability for the deletion or failure to store any reviews, ratings and other communications maintained or transmitted by or through the Service. You agree that we have the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

 

  1. DELAYS.

 

The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. We are not responsible for any delays, failures or other damage resulting from such problems.

 

  1. NOTICE FOR CALIFORNIA USERS.

 

California Civil Code Section 1789.3 provides that web users are entitled to the following specific consumer rights notice: The Services are provided by Security Vendor Recruiter, LLC, P.O. Box 4052, Hallandale, FL 33008. If you have any questions, comments, concerns, or complaints regarding the Services, please contact Security Vendor Recruiter, LLC by either sending: (i) an email to MemberServices@VendorRecruiter.com; or (ii) a letter, first class certified mail, to Security Vendor Recruiter, LLC, P.O. Box 4052, Hallandale, FL 33008, Attn: Customer Service.

 

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

 

  1. INTELLECTUAL PROPERTY.

 

Aside from user-submitted Reviews and Service Provider Responses, all other materials and other information on the website are the exclusive property of SVR and/or its licensors and are protected by all United States and international intellectual property laws.

 

  1. LIMITATION OF LIABILITY.

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SVR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES  (COLLECTIVELY, “DAMAGES”) RESULTING FROM: (A) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (B) THE USE OR INABILITY TO USE THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE;  (E) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY SVR OR THE FAILURE OF SVR TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (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 understand and agree that your access to the Reviews on the website represent a substantial portion of the value you receive from your SVR’s Membership Fee. THEREFORE, TO THE EXTENT SVR IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, SVR’S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF YOUR MEMBERSHIP FEE (I.E., THE AMOUNT OF YOUR ANNUAL MEMBERSHIP FEE DIVIDED BY TWELVE). YOU HEREBY RELEASE SVR FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF SVR TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY SVR. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SVR FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT SVR SHALL ONLY BE LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU AS DESCRIBED IN THIS SECTION.

 

  1. WARRANTY DISCLAIMER.

 

You understand and agree that THESE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SVR ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY OR OF THE SERVICE. SVR 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 OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR SVR COLLECTS WILL NOT BE DISCLOSED; OR (E) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. YOU 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.

 

  1. INDEMNIFICATION.

 

You agree to indemnify, defend and hold harmless SVR, its officers, agents, owners, employees, managers, designees, users, successors, assigns, service providers 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) your violation of this Agreement; (b) any  inaccurate or untruthful Review or other information provided by you to SVR or that you submit, transmit or otherwise make available through the Service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. SVR will have sole control of the defense of any such damage or claim.

 

  1. BREACH OF AGREEMENT AND LIQUIDATED DAMAGES.

 

You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for SVR to pursue legal action to enforce the terms and conditions of this Agreement, You will be liable to pay us the following amounts as liquidated damages, which you accept as reasonable estimates of SVR’s damages for the specified breaches of this Agreement:

  1. If You display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any Reviews in violation of this Agreement, you agree to pay One Thousand Dollars ($1,000) for each item of Review displayed, copied, duplicated, reproduced, sold, re-sold or exploited in violation of this Agreement
  2. If you post Reviews in violation of this Agreement, you agree to promptly pay SVR Five Hundred Dollars ($500) for each item of Review posted in violation of this Agreement. We may (but shall not be required to) to issue you a warning before assessing damages.
  3. If you use computer programming routines that are intended to aggregate records or reviews from the Services or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our website, you agree to pay One Hundred Dollars ($100) for each review or record that is aggregated, disrupted, damaged or otherwise affected by you.
  4. Except as set forth in the foregoing subsections (a) through (c), inclusive, you agree to pay the actual damages suffered by SVR, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. 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.

 

  1. NOTICE.

 

You agree that SVR may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the website. All notices to SVR will be provided by either sending: (i) an email to MemberServices@VendorRecruiter.com; or (ii) a letter, first class certified mail, to SVR, P.O. Box 4052, Hallandale, FL, 33008. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.

 

In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), SVR will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:

 

 

Security Vendor Recruiter, LLC
P.O. Box 4052, Hallandale, FL, 33008
Attn: Kerry Lebreton (“Designated Agent”)
Email: CopyrightAgent@VendorRecruiter.com

 

If you are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that your intellectual property has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
  5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

SVR will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

 

  1. ENTIRE AGREEMENT.

 

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

 

  1. GOVERNING LAW.

 

This Agreement and the relationship between you and SVR will be governed by the laws of the State of Florida, without regard to its choice or conflict of law principles of the venue where any action is brought, where the violation occurred, where you may be located or any other jurisdiction. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Broward County, Florida and waive any defense of lack of personal jurisdiction, improper venue or forum non conveniens to a claim brought in such court, except that SVR may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.

 

  1. PROVISIONS REMAINING IN EFFECT.

 

In the event your Membership with SVR is terminated, lapses or you are no longer a user of our Services, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 9, 12, 13, 14, 23 and 24 through 27.

 

  1. MISCELLANEOUS.

 

  1. In the event a court finds any provision in this Agreement to be invalid, you and SVR agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement.
  2. This Agreement may not be assigned by you. If you assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable.
  3. Should we decide not to enforce our rights under the agreement against you, it will not be considered a waiver of any of our rights or of any of the terms or conditions of this Agreement.
  4. No Agency. No joint venture, partnership, employment or agency relationship exists between you and SVR as a result of this Agreement or use of the Service.
  5. No Third Party Beneficiary. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.

 

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.