1. Introduction

Thank you for using Vendor Search Tool. Please read this Terms of Service agreement carefully. Evans Computer Consulting LLC, D/B/A ECCSoftware (“ECCS”/”We”,”Us”,”Our”) officially operates and provides the website located at https://vendorsearchtool.com (“VST”), and any subdomains used in connection with or related to the same, and the Vendor Search Tool Mobile Application. These Terms of Service apply to all Users and Vendors of the website, including users who use the services provide through this website, users who download documents and users who simply view the content on or available through this website.

By accessing, browsing, and using this website and/or the App, you indicate that you have read and accepted these Terms of Service which constitutes a binding legal agreement governed by and made under United States law between you and ECCS. If you do not accept these Terms of Service, then do not use the App or this website or any of their content or services. The term “You” or “Your” refers to the individual or legal entity, as applicable, identified as the user when you are registered on the website. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICE.

Please be aware of the following:

• a. You are responsible for your own actions: You are legally responsible for your edits and content, so for your own protection you should exercise caution and avoid contributing any content that may result in criminal or civil liability under any applicable laws. Although we may not agree with such actions, we warn Users and Vendors that authorities may seek to apply other countries’ laws to you, including local laws where you live or where you view or edit content. ECCS generally cannot offer any protection, guarantee, immunity or indemnification.
• b. If you subscribe to the services under a subscription plan for a term (“initial term”), then those terms will be automatically renewed for additional periods of the same duration as the initial term at ECCS’s then-current fee for such services unless you opt out of the auto-renewal / decline to renew your subscription in accordance with section 4 below.

2. Registration

• a) Generally: You must provide your full legal name, a valid email address and any other information requested in order to complete the signup process and access certain features of the Website, App and/or Service. Any personal information provided by you as part of the sign-up process for the Service will be used and stored in accordance with the ECCS Privacy Policy. We also collect email addresses from Vendors who use the Website.
• b) Account Ownership: If you register for the Service on behalf of a business organization, that business organization will be the legal and beneficial account owner. For the purpose of these Terms of Service, regardless of whether you register for an account as an individual, or on behalf of an organization, the billing contact person will be the default account owner (the “Account Owner”). The Account Owner will have certain rights within the account, including the right to cancel the account, delete information from the account and appoint administrators. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that the term Account Owner does not convey or connote ownership rights or any other property interest in an account, even where you are designated as the Account Owner, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of ECCS. Although the Account Owner can also appoint a new Account Owner if the billing contact is not the appropriate person to manage the account, in the event of a dispute regarding entitlement to access an account, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, etc. ECCS retains the right to determine, in our sole judgment, who the rightful Account Owner is and may transfer an account to the person we consider is the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, ECCS reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.

3. Age restriction

You must be 18 (eighteen) years or older to use this website. By using this website, you warrant that you are at least 18 years of age and you may legally adhere to this Agreement. ECCS assumes no responsibility for liabilities related to age misrepresentation.

4. Fees, Payments, Refunds, Upgrading and Downgrading

Information on the current fees for users who are registered for the Services can be found in the Account and Billing section of your Account. If you are a new User or prospective User of the Service and would like more information about our pricing models and products, please see our pricing page, located at https://vendorsearchtool.com/#pricing. From time to time, we may offer a free trial of the Service, in our sole discretion. A valid credit card or PayPal account is required for paying accounts. If you sign up for a recurring (e.g. annual) paid account, and you don’t cancel that account before the end of any provided trial period, you will be billed starting on the first day following the trial period. If you cancel prior to the processing of your first invoice (i.e. up to and including the last day of your free trial), your access to the Services will terminate, and your credit card will not be charged.

• a. Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with section 14 below. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at ECCS’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or, in the event that you receive a notice from ECCS that your subscription will be automatically renewed, you will have thirty (30) days from the date of the ECCS notice), by logging in and going to the “Cancel your account” section of your “Account and Billing” page and by notifying ECCS of the intended termination by phone.
• b. Billing, Changes to Service Tiers & Cancellations. The Service is billed in advance on an annual basis and fees are non-refundable. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If you upgrade your account, this will trigger a pro-rated charge which will be processed immediately using the payment method you have provided. If you downgrade your account, we will adjust your fees down as of the next billing cycle. Downgrading your Service may cause the loss of User Content, features, or capacity of your account. ECCS does not accept any liability for such loss. If you cancel the Service before the end of your current paid up year, your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next year or be able to access your account. Prices of all Services, including but not limited to annual subscription plan fees to the Service, are subject to change upon fourteen (14) days’ notice from us. Such notice may be provided by email or through an in-App notification.
• c. Credits. ECCS may, in its sole discretion, offer credits (“Credits”) to its Users for promotional or other purposes. Credits may only be redeemed for purchases of services and may not be applied to any previous purchase. Credits are non-transferable, non-refundable, and may not be redeemed for cash. A User’s Credits will expire and will no longer be available on the date expressed in connection with the promotion, on the date such User terminates their subscription with ECCS, or twelve (12) months from the date the Credits are posted in such User’s account. ECCS reserves the right to terminate, discontinue, or cancel any promotions under which Credits were issued at any time and in its sole discretion without notice to you.

5. Content

All information, data, text, software, music, sound, photographs, graphics, video, messages, implied license and/or insurance coverage, or other materials, whether publicly posted or privately transmitted to the Website and App by viewers or users (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not ECCS, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. ECCS does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will ECCS be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or implied licenses or implied insurance or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.

6. RESTRICTIONS ON USER CONTENT AND USE OF THE SERVICES

• a) Restrictions Generally.  ECCS reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public. In using the Website, App and/or Service You shall not:
• i. copy any content unless expressly permitted to do so herein;
• ii. upload, post, email, transmit or otherwise make available any material that:
• aa) that is subject to specific United States government regulation, including, without limitation, personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, or genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, data concerning a natural person’s sex life or sexual orientation (other than personal data about yourself that you contribute to your user page or diary posts, which is completely voluntary on your part and you can delete at any time), or data relating to criminal convictions and offences or related security measures, and information subject to export control or economic sanction laws;
• bb) is unlawful, harmful, threatening, abusive, stalking, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
• cc) You do not have a right to make available under any law or under a contractual relationship;
• dd) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
• ee) use communication features of the Service (or other functionality made available through the Service) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
• ff) Use any spider, screen scraper, robot, or other automated similar software or device to use or access the site in any way whatsoever, including monitoring, downloading, gathering or collecting email addresses, real names, home addresses or phone numbers without express consent;
• gg) contains software viruses, Trojan horses, worms, logic bombs or any other computer code which are maliciously or technologically harmful, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any users or viewers of the Website or that compromises a user’s privacy; or
• hh) contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
• iii. impersonate any person or entity or misrepresent their affiliation with a person or entity or create a false identity (a pseudonym does not count as a false identity) or otherwise attempt to mislead others as to the identity or origin of any communication, or engage in fraud;
• iv. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
• v. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures or attempt to gain unauthorized access to any computer network;
• vi. intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
• vii. collect or store personal data about other users or viewers;
• viii. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or App; or
• ix. modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify or reverse engineer any part of the App or any software provided as part of the Service or to falsely imply that another website is associated with the Service, ECCS or any other ECCS service, except to the extent the foregoing restrictions are expressly permitted by applicable law;
• x. Operate dangerous businesses such as emergency services or air traffic control, where the use or failure of the Services could lead to death, personal injury or significant property damage;
• xi. Attack the Site via a denial-of-service or a distributed denial-of-service attack;
• xii. Engage in any form of unsolicited advertising unless sanctioned by ECCS;
• xiii. Recreate or proxy any part of the Services in order to evade these Terms (including aiding anyone else in doing so);
• xiv. Store data available through the Services in order to evade these Terms (including aiding anyone else in doing so); or
• xv. Engage in any other activity reasonably deemed by ECCS to be in conflict with the spirit or intent of these Terms.
• b) Acceptable Use. You agree to comply with all Applicable Laws in connection with the use of the Services, including the provision of any personal data and other Content to ECCS. You also agree not to access the Website or App in a manner that utilizes the resources of the Website or App more heavily than would be the case for an individual person using a conventional web browser. If your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage (as determined solely by ECCS) of other ECCS clients, we reserve the right to immediately disable your account and/or throttle your usage until you can reduce your bandwidth consumption. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.

7. License of Content to ECCS

By submitting, posting or displaying User Content on or through the Service, you grant us (and our agents) a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content (a) to the extent necessary to provide the Service. We will not share any Confidential Information, including end user data, with any third parties. ECCS will not be responsible or liable for any use of User Content in accordance with these Terms of Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.

8. End User License

User Content, the App, this Website, and the information and materials contained therein, are the property of ECCS and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Service, ECCS grants you a non-transferable, non-exclusive, revocable license to (a) use the Website for your use. Nothing in the Terms of Service gives you a right to use the ECCS names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website shall be subject to the terms of these Terms of Service.

9. End users and notification

As a user of this website, you may be asked to register with us and provide private information. You are responsible for ensuring the accuracy of this information, and you are responsible for maintaining the safety and security of your identifying information. You are also responsible for all activities that occur under your account or password. This activity includes all your registered users. You may not permit your end users or other third parties to use the Services in any way that would be a violation of these Terms if done by you, and you agree to take reasonable efforts to prevent such use. You agree to promptly notify ECCS in writing if you become aware of any misappropriation or unauthorized use of the Services.

10. Suggestions / Feedback / Service Complaints

If You provide ECCS with any suggestions, comments, ideas, enhancement request or other feedback relating to any aspect of the Website, App and/or Service (“Feedback”), ECCS may use such Feedback in the Website, App, Service and/or in any other ECCS products or services (collectively, “ECCS Offerings”). Accordingly, You agree that: (a) ECCS is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to ECCS, (c) ECCS (including all of its successors and assigns and any successors and assigns of any of the ECCS Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any ECCS Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback.

You agree to cooperate with ECCS in conducting reasonable due diligence into any complaint that you receive relating to the Service (including performance of any components of the Service such as the account security and fraud prevention tools) and You agree that you will cooperate with ECCS to ensure appropriate action is taken in response to such complaints where necessary.

11. Disclaimers

The website, service, APP and all materials provided therein are provided “AS IS” and ECCS does not warrant that the service will meet your specific requirements, that the service will be uninterrupted, timely, secure or error-free, that results obtained from use of the service will be accurate or reliable or that any errors in the service will be corrected. In addition, ECCS specifically disclaims all representations, warranties and conditions, either express, implied, statutory, by usage of trade, course of dealing or otherwise including but not limited to any implied warranties of merchantability, non-infringement, title, satisfactory quality or fitness for a particular purpose. Any information or material downloaded or otherwise obtained through the use of the service is at your own discretion and risk and you will be solely responsible for any damage to your computer system, loss of data, or any other loss that results from downloading or using any such material. ECCS does not warrant, endorse, Guarantee, provide any conditions or representations, or assume any responsibility for any product or service advertised or offered by any third party through the website or in respect to any website that can be reached from a link on the website or featured in any banner or other advertising on the website, and ECCS shall not be a party to any transaction that you may enter into with any such third party. ECCS will not be liable for any type of content exchanged by means of the service.

12. Limitation on liability

ECCS will not be liable to you or to any other party for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any damages that result from (I) your use of or your inability to use this website, APP or the service, (II) the cost of procurement of substitute goods, data, information or services, (III) errors, mistakes, or inaccuracies in the materials on the website, or (IV) any errors or omissions in any material on the website or any other loss or damage of any kind arising from or relating to your use of the website. These limitations shall apply even if ECCS has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, ECCS’s liability to you for any damages arising from or related to this agreement (For any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (A) One hundred dollars ($100) or (B) amounts you’ve paid ECCS in the prior 12 months (If any). The foregoing limitations shall apply to the fullest extension permitted by law in the applicable jurisdiction.

13. Indemnification

You shall indemnify and hold ECCS and its subsidiaries, affiliates, officers, agents, and employees, harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees), incurred in connection with any materials submitted, posted, transmitted or made available by you through the service and/or any violation by you of these terms of service, the rights of any third party, or any applicable law or regulation. This provision does not require you to indemnify ECCS for any unconscionable commercial practice by ECCS or for ECCS’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the website or any services provided hereunder.

14. Termination

You are solely responsible for properly cancelling your account. You can cancel your account at any time by logging in and going to the “Cancel your account” section of your “Account and Billing” page and by notifying ECCS of the intended termination by phone. However, please see Section 2 above for details that the effect of cancellation has on your payment obligations. ECCS may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or App or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Service or any other agreement that You may have with ECCS (including, without limitation, non-payment of any fees owed by You to ECCS), (b) requests by law enforcement or other government agencies, (c) a request by the Account Owner, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written or other abuse (including threats of abuse or retribution) of any ECCS client, employee, member or officer will result in immediate termination of Your account. Attempting to evade a termination or suspension (such as by creating a new account or using an alternate account) is a violation of these Terms. Termination of Your access to the Website or App may also include removal of some or all of the materials uploaded by You. On termination You may request deletion of certain materials uploaded by you or other Content. To the extent the data is in ECCS’s possession, custody, or control, ECCS will perform such deletion subject to the retention policy in our Privacy Policy, and we will certify the same in writing. You acknowledge and agree that all terminations may be made by ECCS in its sole discretion and that ECCS shall not be liable to You or any third-party for any termination of Your access to the Website or App or for the removal of any of the materials uploaded by You to the Website. Any termination of these Terms of Service by ECCS shall be in addition to any and all other rights and remedies that ECCS may have.

15. Availability and Updates

ECCS may alter, suspend, or discontinue the Website, App and/or Service at any time and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Website, App and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. ECCS may periodically add or update the information and materials on this Website without notice. You may need to update third-party software from time to time in order to use the Website, App and/or Service.

16. Security Generally

ECCS maintains a security program with appropriate administrative, technical, organizational and physical security measures designed to protect your Content against unauthorized access, disclosure and loss. However, information sent or received over the Internet is generally unsecure and ECCS cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You are responsible for choosing a strong and unique password and for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. It is recommended that you not use the same password for your ECCS account that you use for multiple accounts. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative users you add to your account and you are liable for any payment obligations that they incur for example by selecting specific paid features or services. Log-ins are intended for one user only and are not to be shared by multiple users. ECCS will not be liable for any loss or damage arising from your failure to comply with these requirements.

17. Confidentiality

“Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Service, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, client information, transactional information and any other non-public content posted, transmitted or accessed through the Service. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Service ; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that ECCS receives a request or order to release your Confidential Information, we will notify You promptly (to the extent permitted by law), so that You may seek a protective order to prevent the disclosure of your Confidential Information.

18. Dispute Resolution and Jurisdiction

We hope that no serious disagreements arise involving you, but, in the event there is a dispute, we encourage you to seek resolution through the dispute resolution procedures or mechanisms provided by the Services, such as through the ECCS Board.

• a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with ECCS, will be resolved outside of court, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or ECCS may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
• b) Jurisdiction. You agree to file and resolve it exclusively in a court located in Seminole County, Florida, United States. You also agree that Florida law will govern these Terms, as well as any legal claim that might arise between you and us.
• c) To ensure that disputes are dealt with soon after they arise, you agree that regardless of any statute or law to the contrary, any claim or cause of action you might have arising out of or related to use of our Services or these Terms must be filed within the applicable statute of limitations or, if earlier, one (1) year after the pertinent facts underlying such claim or cause of action could have been discovered with reasonable diligence (or be forever barred).
• d) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ECCS.

19. Changes to Services or Terms

We may modify these Terms and other terms related to your use of the Services (like our Privacy Policy) from time to time, by posting the changed terms on the ECCS website. All changes will be effective immediately for new Users of the Website, the App and/or Services; and thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an account with us upon the earlier of thirty (30) days after posting notice of the such changes on the Website or thirty (30) days after dispatch of an e-mail or in-App notice of such changes to registered Users. ECCS may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Website, the App and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the App and/or the Services. Otherwise, your continued use of the Website, the App and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Ver. December 2023