www.vLinx.com is operated by vLinx Inc. (“vLinx”). The following Terms of Use apply to the www.vLinx.com and vLinx PLM (Powered by WFX) websites (the “Website”) and are in addition to any other agreements entered into between vLinx and Licensees regarding vLinx products or services. In addition, all Registered Users must comply with all rules, policies, and restrictions of which the Registered User is provided with notice that apply to any portion of the Website. If you have any questions about this document, please contact vLinx at customersupport@vlinx.com or 604-569-0327.
1. www.vLinx.com is Only a Venue.
a. Through the Website, vLinx is providing a venue for Buyers to request quotations for the supply of Goods, and for Suppliers to offer Goods for sale and to submit Quotations in response to Buyers’ requests. Acceptance of any offer, quotation or counterproposal through the Website will constitute an agreement in principle only and must be confirmed by the Buyer and Supplier directly entering into a written Purchase and/or Sale contract between themselves.
b. Unless vLinx is a party thereto, vLinx will have no obligations whatsoever under any Purchase or Sale Contract entered into by a Registered User. vLinx is not the agent of any Registered User for any purpose.
c. vLinx and each of its Service Affiliates are independent contractors and not partners or joint venturers. vLinx will not be responsible or liable for the actions or omissions of any Service Affiliate, nor for the performance or non-performance by a Service Affiliate of obligations owed to any Supplier, Buyer, or other third party.
d. vLinx will not be obligated to any person to restrict or terminate any other person’s usage of the vLinx Service and the Website.
2. User Registration.
a. Only Registered Users may use the vLinx and vLinx PLM Website.
b. The vLinx Website is a business-to-business service, and persons not engaged in business or commerce, along with minors and other parties who are unable to form contracts, are not eligible to become Registered Users. No Registered User may use the vLinx Website for personal, family, or household purposes.
c. Each Registered User is responsible for maintaining the security of its Registered User name and password, and will immediately notify vLinx of any unauthorized use of its Registered User name or password. Each Registered User is responsible for any actions taken through use of such Registered User’s name or password.
d. vLinx may in its sole discretion
(i) reject any person’s application to become a Registered User;
(ii) terminate such person’s status as a Registered User (whether Buyer, Supplier, Service Affiliate, or more than one of the above);
(iii) decline to accept or publish a Buyer’s Request for Quotation Configuration,
(iv) decline to accept or publish a Supplier’s Product Configuration;
(v) decline to accept or publish a Quotation Submitted by a Supplier;
(vi) decline to accept or publish a Counterproposal Submitted by a Buyer or Supplier in response to a Quotation or Counterproposal.
vLinx will use commercially reasonable efforts to give written or email notice of such action to such user.
3. Prohibited Items.
a. Items that are inappropriate for sale through the vLinx Website include illegal material, firearms and other weapons, ammunition, pornography, drugs and controlled substances, drug paraphernalia, prescription pharmaceuticals, animals, explosives, fireworks, animal (including human) parts, animal products derived from endangered species (including ivory and bear parts), hazardous materials, and biological agents. Notwithstanding the foregoing, the trading of pelts of non-endangered species is permitted if such activity is otherwise compliant with applicable law.
4. Product Configuration.
a. Suppliers may from time to time Submit Product Configurations to vLinx. Each Product Configuration will specify certain terms of sale, and will also contain Descriptive Information related to the Goods.
b. Once vLinx has accepted a Product Configuration, it will be posted on the Website. Such posting may be restricted to certain subsets of registered Buyers, depending on the terms of the Supplier’s and/or the Buyer’s registration privileges within the Website.
c. Supplier’s Submission of a Product Configuration represents an invitation to Buyers to submit Requests for Quotation for the supply of such Goods. The preceding sentence notwithstanding, Supplier may at any time withdraw a Product Configuration.
d. vLinx may without prior notice to Supplier recategorize, reject, or delete Product Configurations, or edit or delete Descriptive Information that vLinx, in the exercise of its sole discretion, deems inappropriate, objectionable, scandalous, obscene, or otherwise objectionable. Notwithstanding the foregoing sentence, vLinx will owe no affirmative obligation or duty of diligence or due care to any Registered User or any other person with respect to the rejection or deletion of Product Configurations or the alteration or augmentation of Descriptive Information or other content included therein.
e. Each Supplier grants to vLinx a non-exclusive, worldwide, revocable, royalty-free right to use, publish, display and sublicense (through multiple tiers) the matter contained in a Product Configuration Submitted by such Supplier, including without limitation Descriptive Information contained therein.
5. Calculated Values
a. All prices, calculations and values contained within Quotations and Counterproposals, other than those prices and values entered directly by the Registered Users, are estimates only, and may not be relied upon by the Buyer or Supplier. Buyer and Supplier are solely responsible for the terms of any Sale or Purchase contract entered into between themselves.
6. Buyers’ Representations and Warranties.
a. Each Buyer represents and warrants, for the benefit of vLinx and each Supplier and Registered User, that:
(i) it has actual authority to Submit a Request for Quotation or Counterproposal, as the case may be, and to enter into a Purchase Contract with respect to such Request for Quotation or Counterproposal;
(ii) it has the intention and ability to perform under the terms of any Quotation or Counterproposal it accepts or Counterproposal it Submits;
(iii) it has the intention and the ability to perform under the terms of any Purchase Contract that results from acceptance of any Quotation or Counterproposal by a Supplier or from its acceptance of a Quotation or Counterproposal Submitted in response to a Request for Quotation or Counterproposal; and
(iv) the purchase of the Goods by such Buyer is not illegal or subject to embargo or sanctions in either the country where the Buyer is located or in the country to which the Goods will be shipped.
b. Each Buyer further represents and warrants, for the benefit of vLinx and each Supplier or other Registered User, that nothing contained in a Request for Quotation Configuration or Counterproposal Submitted by it will:
(i) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
(ii) be defamatory, libelous, or unlawfully threatening or harassing, and/or
(iii) violate any third party’s rights of publicity or privacy.
7. Suppliers’ Representations and Warranties.
a. Each Supplier represents and warrants, for the benefit of vLinx and each Buyer or other Registered User, that:
(i) the Descriptive Information contained in Supplier’s Product Configuration, Quotation, or Counterproposal, as the case may be, is and will be a complete and accurate description in all material respects of the Goods referred to therein;
(ii) the Goods referred to in the Product Configuration, Quotation, Counterproposal are not counterfeit or stolen;
(iii) Supplier has good and marketable legal title to the Goods, free and clear of any lien, security interest, leasehold interest, co-ownership interest or any other type of encumbrance or interest of any other person or entity; and
(iv) Supplier has authority to list the Goods for sale through the vLinx Service and to sell the Goods, consistent with applicable law.
b. Each Supplier further represents and warrants, for the benefit of vLinx and each Buyer or other Registered User, that the Goods described in a Product Configuration, Quotation, or Counterproposal Submitted by it (as the case may be); the offering, sale, use, or delivery thereof, or the Descriptive Information contained in the Sale Configuration or Proposal shall not:
(i) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
(ii) be defamatory, libelous, or unlawfully threatening or harassing;
(iii) violate any third party’s rights of publicity or privacy; or
(iv) violate any law, statute, regulation, ordinance, order, directive, decree, or other legal process of the country of which Supplier is a resident or the country of origin of the Goods (including without limitation those governing export control, consumer protection, unfair competition, employment standards, discrimination, false advertising, transportation of hazardous material, or use of pesticides).
8. License to Use the Website and the vLinx Service.
a. vLinx hereby grants to each Registered User a revocable, nontransferable, non-exclusive license to use the vLinx Website solely for such Registered User’s internal purposes and pursuant to these Terms of Use.
b. Each Registered User agrees not to copy (except as necessary to use the vLinx Website for Registered User’s own internal purposes), republish, retransmit, or otherwise distribute the pages comprising the Website, the content contained therein, or any component thereof.
c. Each Registered User will be responsible for acquiring at its own cost all communication lines and services and all equipment and technology necessary for such Registered User to access and use the vLinx Website.
d. All intellectual property rights pertaining to the vLinx Website (including without limitation copyrights, trademarks, service marks, patent rights, and trade secret rights) are owned or licensed by vLinx. No Registered User will acquire any rights therein in connection with its use of the Website.
9. Linking, Framing, Bots, and Spiders.
a. The Website may from time to time display links to websites sponsored by third parties. vLinx is not responsible for the content or operation of third-party sites, and the presence of such links does not imply that vLinx endorses such sites or third-party sponsors.
b. Parties other than vLinx are authorized to include active links on websites they control directing a browser to the vLinx Website’s “home page”; provided, however, that any use of vLinx’s trademarks in such links will be subject to vLinx’s policies regarding trademark usage. vLinx does not authorize “deep linking” to interior pages on the vLinx Website. The vLinx Website may not be linked to in such a way that the pages of the Website are displayed within a frame, or are otherwise displayed on a browser screen accompanied by advertising or other content not found on the Website. No links to the vLinx Website will imply an endorsement, agency, joint venture, or similar relationship between vLinx and a Registered User or any other party.
c. No Registered User or other third party is authorized to use bots, spiders, or other automated information-gathering devices or programming routines to “mine” Trade Configurations displayed on the Website, or all or any part of the information provided in such Trade Configurations, for display on a website or service not operated by vLinx.
10. Trademarks and Copyright.
a. VLINX; VLINX.COM; GLOBAL TRADE, SIMPLE AND SECURE, and the logos thereof, together with any other words, logos, or other indicia that are identified as trademarks, are trademarks or service marks of vLinx. No display or use of such marks may be made without the express written permission of vLinx.
b. WFX; and the logos thereof, together with any other words, logos or indicia that are identified as trademarks are trademarks of World Fashion Exchange Inc.
c. The Website is Copyright (c) 2011 vLinx Inc. All Rights Reserved.
11. Fees.
a. Each Registered User will pay vLinx a periodic Membership Fee. At vLinx’s sole discretion, the Membership Fee may be invoiced to the User upon registration and periodically thereafter, or may be collected electronically. In the case of Membership Fees invoiced, payment is due upon receipt. Membership Fees are not refundable upon termination of membership.
b. vLinx reserves the right to adjust the periodic Membership Fee for each class of user at any time without notice. A Registered User may elect not to renew its membership, whereupon vLinx shall cancel the Registered User’s registration upon expiry of the period previously paid for by the Registered User.
c. vLinx reserves the right to waive the Membership Fee in whole or in part for any Registered User or any group of Registered users at any time and in its sole discretion. The current periodic Membership Fee applicable to a potential user’s registration may be obtained by contacting vLinx at the location specified at the beginning of this document.
d. All fees will be paid in U.S. Dollars.
12. Registered User Conduct.
a. A Registered User will not:
(i) during its use of the Website engage in conduct that is defamatory, libelous, threatening or harassing, or conduct that violates any third party’s rights of publicity or privacy;
(ii) upload, post, publish, transmit, reproduce or distribute through the Website any material or information that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
(iii) interfere with or disrupt the use of the vLinx Website by any other Registered User, including uploading, posting, or transmitting any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, interfere with, capture, intercept, or expropriate the Website or any data contained therein or disproportionately burden the Website or other Registered Users’ computer systems;
(iv) upload, post, publish, transmit or distribute through the Website any unauthorized or unsolicited advertising, solicitations, bulk e-mails or spam, chain letters, pyramid schemes, investment opportunities, or offers for the sale of services or goods (except as may be permitted by the use of the Website as provided for herein);
(v) use the Website to gain unauthorized entry or access to other computer systems or networks; or
(vi) mirror the Website or any of its content on another server.
13. Termination.
a. In its sole and absolute discretion, vLinx may, with or without notice, restrict or terminate any person’s use of the Website. Any such termination shall not relieve any person of obligations incurred prior to the effective date of such termination.
14. Taxes.
a. Supplier, and not vLinx, is responsible for calculating, paying, reporting, collecting, and remitting sales, use, or other transactional taxes that may be assessed, due or owing to taxing authorities within Supplier’s country of residence with respect to sales of Goods. Supplier will defend, indemnify, and hold vLinx harmless from and against any taxes, and penalties and interest relating to such taxes, assessed against vLinx with respect to the sales of Supplier’s Goods.
b. Buyer, and not vLinx, is responsible for calculating, paying, reporting, collecting, and remitting sales, use, or other transactional taxes that may be assessed, due or owing to taxing authorities within Buyer’s country of residence and the country of final destination of the Goods. Buyer will defend, indemnify, and hold vLinx harmless from and against any taxes, and penalties and interest relating to such taxes, assessed against vLinx with respect to the purchase of Goods by Buyer.
15. Indemnification.
a. Each Supplier, Buyer or other Registered User agrees to indemnify and hold vLinx and its officers, employees, and agents harmless from and against any claim, loss, damage, liability, judgment, fee or expense (including without limitation reasonable attorney’s fees and other costs of defense) arising from or relating to
(i) (if a Supplier) the Descriptive Information and other content of such Supplier’s Product Configuration or such Supplier’s Quotation or Counterproposal, as the case may be, and any modification thereof, including without limitation the accuracy and completeness of the Descriptive Information included therein;
(ii) (if a Buyer) injuries to persons or property that relate to Goods purchased by Buyer, or the transportation, installation, or use thereof, and that occur after transfer of title to the Goods to Buyer; and
(iii) (if a Supplier, Buyer, or Registered User) any breach of such Supplier’s or such Buyer’s or such Registered User’s obligations under these Terms of Use, or any Purchase Contract formed between any of Supplier and Buyer and vLinx.
b. In any proceeding as to which a right of indemnification exists, vLinx will be entitled to be represented by counsel of its choosing, and will be entitled to settle any such action on commercially reasonable terms without obtaining the consent of the indemnifying party.
16. Disclaimer of Warranties.
a. THE WEBSITE IS MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. VLINX DOES NOT WARRANT THAT THE WEBSITE WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR THAT DEFECTS IN THE WEBSITE, IF ANY EXIST FROM TIME TO TIME, WILL BE CORRECTED. VLINX DOES NOT GUARANTEE THAT ANY PARTICULAR GOODS WILL BE SOLD THROUGH A PRODUCT CONFIGURATION OR REQUEST FOR PRODUCT OR REQUEST FOR QUOTATION CONFIGURATION. VLINX MAKES NO WARRANTY REGARDING ANY GOODS SOLD THROUGH THE WEBSITE. VLINX MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WITH RESPECT TO THE WEBSITE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
b. No vLinx employee or agent is authorized to create any warranty not expressly made herein.
17. Limitation of Liability.
a. IN NO EVENT WILL VLINX OR ANY OF ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST GOODWILL, LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE. IN NO EVENT WILL THE LIABILITY OF VLINX OR ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) TO ANY PERSON EXCEED THE GREATER OF
(i) THE AMOUNT OF MEMBERSHIP FEES SUCH PERSON HAS PAID VLINX PURSUANT TO THIS DOCUMENT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND
(ii) $200.
18. Release.
a. Each Registered User hereby releases and holds harmless vLinx and its officers, employees, and agents from and against any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the actions or omissions to act of any other Registered User or other user of the Website, the accuracy and completeness of the Descriptive Information, and the performance or non-performance of any party under a Purchase Contract. Each Registered User waives the provisions of any state law limiting or prohibiting a general release. If a Registered User is a California resident, such Registered User expressly waives the benefit of California Civil Code 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
19. Arbitration.
a. Any dispute, controversy or claim arising under this Agreement, shall be finally settled by arbitration, which shall be conducted in accordance with the rules of commercial conciliation and arbitration of the British Columbia International Commercial Arbitration Centre in effect at the time of the arbitration, except that the parties shall not be required to use the facilities or services of the British Columbia International Commercial Arbitration Centre and except as such rules may be modified herein by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators unless otherwise provided herein. The party initiating arbitration (the “Claimant”) shall appoint its arbitrator in its request for arbitration (the “Request”). The other party to the dispute (the “Respondent”) shall appoint its arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing. If the Respondent fails to appoint an arbitrator within such 30-day period, the arbitrator named in the Request shall decide the controversy or claim as a sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within 30 days after the Respondent has notified the Claimant of the appointment of the Respondent’s arbitrator. When the third arbitrator has accepted the appointment, the two party-appointed arbitrators shall promptly notify the parties of the appointment. If the two arbitrators appointed by the parties fail or are unable so to appoint a third arbitrator or so to notify the parties, then the appointment of the third arbitrator shall be made by the British Columbia International Commercial Arbitration Centre which shall promptly notify the parties of the appointment. The third arbitrator shall act as Chair of the panel.
b. The venue of arbitration shall be Vancouver, British Columbia, Canada, and the language of the arbitration shall be English.
c. The arbitral award shall be reasoned and in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable interest, lawyers’ fees and disbursements. The arbitration tribunal shall have authority to make orders for interim relief, including injunctive relief. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
20. Notices.
a. Except as otherwise expressly provided in these Terms of Use, notice shall be given as follows:
(i) To vLinx: By e-mail to customersupport@vlinx.com, by registered mail with return receipt requested, to vLinx, 400-889 West Pender Street, Vancouver, B.C. Canada V6C 3B2, or by fax to (604) 569-0457.
(ii) To a Registered User: By e-mail to the e-mail address provided by the Registered User or, at vLinx’s option, by first class mail, postage prepaid, or registered mail with return receipt requested, to the physical address provided by the Registered User. The Registered User will initially provide this address during the registration process, and will update such address so that it is accurate at all times.
b. Notices by e-mail or fax shall be deemed effective on the day an e-mail or fax is sent; provided, however, that if the party giving notice knows or should have known that the e-mail or fax was not received by the intended recipient, notice will be effective upon the earlier of actual receipt by such recipient, or three days after the date of mailing of the notice by registered mail, return receipt requested.
c. Notices by registered mail or by first-class mail shall be deemed effective three days after the date of mailing.
21. General.
a. No Agency. The relationship between Registered Users, Potential Suppliers, Suppliers, Potential Buyers and Buyers, on the one hand, and vLinx on the other hand, is that of independent contractors. The parties do not intend to create any relationship of agency, partnership, joint venture, employee-employer, dealership, or franchiser-franchisee, and no such relationship is created by this document.
b. Compliance with Laws. All Registered Users, Suppliers and Buyers will comply with all applicable laws, statutes, ordinances, and regulations regarding use of the vLinx Service. Suppliers will be responsible for compliance with export laws and regulations, and for securing all applicable export licenses required to export Goods.
c. Governing Law. This contract will be governed by the laws of British Columbia, Canada. Unless otherwise agreed between the parties, a Purchase Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
d. Severability. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be reformed only to the extent required to render it valid and enforceable, and the remainder of these Terms of Use shall continue in full force and effect.
e. Waiver. Any waiver by vLinx of the performance or satisfaction of any provision hereof will not be considered to be a waiver of any other similar or dissimilar covenant or condition hereunder, nor will it be considered a continuing waiver of the same provision in the future.
f. Entire Agreement. These Terms of Use, state the entire agreement between vLinx and its Registered Users, and all prior and contemporaneous agreements and understandings are merged herein and superseded hereby. These Terms of Use may not be amended except by vLinx as provided herein.
