Terms of Use

In order to use Vendevor, we need to agree on terms and conditions that will govern our relationship. We assume that you want to use the service in an ethical, legal, and responsible manner and will pay for the services you use. And, we want to hold up our end of the agreement so you are happy with Vendevor.

If you do unethical, irresponsible, or illegal things, it's not our job to keep you from doing them but don't use Vendevor. If we find out about it, we will inform those whose job it is to deal with those things.

Campus Cellect, Inc. ("Campus Cellect") operates Vendevor (the "Site"), to provide online access to information about Vendevor and the products, services, and opportunities we provide (the "Service"). By accessing and using this Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). Additional terms and conditions applicable to specific areas of this Site or to particular content or transactions are also posted in particular areas of the Site and, together with these Terms of Use, govern your use of those areas, content or transactions. These Terms of Use, together with applicable additional terms and conditions, are referred to as this "Agreement." Campus Cellect reserves the right to modify this Agreement at any time without giving you prior notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement as modified. The last date these Terms of Use were revised is set forth below.

1. USE OF SITE.

Services Agreement The following agreement ("Agreement") contains the complete terms and conditions that will apply between you ("Customer") and Campus Cellect, Inc. ("Campus Cellect"), a Texas corporation, if all of the following conditions aremet: (1) you read and agree to the terms and conditions of the Agreement and indicate your acceptance of the terms and conditions of the Agreement by signing up for Vendevor; (2) you fully and correctly submit all information requested of you in the Form; and (3) you submit proper payment pursuant to Section 3, of this Agreement. This Agreement shall become effective on the date (the "Effective Date") that payment is received and accepted by Campus Cellect.

WHEREAS, Campus Cellect has developed, owns and markets proprietary, Internet-based, e-commerce solutions and offers marketplace services on the Internet; and WHEREAS Customer wishes to make use of the e-commerce solutions and retain the marketplace services of Campus Cellect; NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, Campus Cellect and Customer agree as follows:

DEFINITIONS

A. "Customer's Content" means any and all material developed, purchased, or otherwise acquired by Customer that is published, made available or otherwise used in conjunction with Customer's Web Site. Customer's Content includes, but is not limited to, end user data collected by Customer, and information regarding merchandise or services sold by Customer through its Web Site.

B. "Software" means the Campus Cellect/Vendevor eCommerce software, current release version, including any updates provided by Campus Cellect, and Campus Cellect's proprietary technology and source code.

C. "Campus Cellect's Content" means any and all material developed by Campus Cellect and made available for use by Customer.

D. "Web Site" means Customer's Internet presence

E. "Services" means the internet-based Campus Cellect e-commerce solutions and marketplace service.

FEES

A. Fees. In consideration of the Services, Customer will pay to Campus Cellect all fees due according to the prices and terms listed on the Vendevor.com website. Vendevor offers pro-rated refunds for Pro accounts that are canceled during the middle of the month. Refunds for interrupted service may be granted on a case by case basis.

B. Change in Fees. Campus Cellect may change its fee schedules on sixty (60) days notice by postal mail, electronic mail, or by posting the same on Campus Cellect's own Web Site. Upon such notice, Customer shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify Campus Cellect by certified postal mail should it not agree to such rate increase and that Customer wishes to terminate this Agreement.

C. Payment. Campus Cellect will collect payments due monthly by automatically submitting charges to the Customer's credit card account defined by the customer in the customer profile. If a payment charge is returned or rejected by the credit card issuer, or incurs additional costs for Campus Cellect (e.g., bank or collection fees) for any reason, then Customer shall pay a service fee of $40 and reimburse all such fees and costs incurred by Campus Cellect, and Customer shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the tenth day after payment is due may have their service interrupted or terminated, but any interruption does not relieve Customer from the obligation to pay all fees due to Campus Cellect, including the monthly account charge. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, until fully paid. If Customer defaults, Customer agrees to pay Campus Cellect its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights.

D. Taxes. All fees charged by Campus Cellect are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on Campus Cellect's net income. If Campus Cellect is required to pay directly any such taxes, Customer will, upon receipt of Campus Cellect's invoice, promptly reimburse Campus Cellect for any such taxes paid by Campus Cellect.

SUBLICENSE

Customer may not sublicense or resell any of Campus Cellect's Software or Services to any third parties without the prior written permission of Campus Cellect. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement and other applicable legal action.

USE OF CUSTOMER'S NAME AND TRADEMARKS

Campus Cellect needs the legal right to host and display your name and content on the Service. Customer hereby grants Campus Cellect a non-exclusive right and license to use Customer's name and such of Customer's trade names, trademarks, and service marks (collectively, "Customer's Marks") as are listed on Customer's Content or otherwise provided to Campus Cellect in connection with this Agreement (a) on Campus Cellect's own Web Sites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Campus Cellect's Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use Campus Cellect's trade name, trademarks, and service marks (collectively, "Campus Cellect's Marks") in advertising and publicity in conjunction with the offering of Customer's Content via Campus Cellect, provided that Customer shall abide by the guidelines for such use established by Vendevor and submit a copy to Campus Cellect for its prior written approval, and provided further that under no circumstances shall such use imply that Campus Cellect endorses, sponsors, certifies, approves or is responsible for Customer's Content. Notwithstanding the foregoing, Customer need not obtain Campus Cellect's prior written approval where use of Campus Cellect's Marks is limited to inclusion in a list of systems via which Customer's Content is available and is used in a manner consisten with the Trademark Use Guidelines established by Vendevor.

TERM AND TERMINATION

A. Term. The term of this Services Agreement shall begin on the Effective Date, and shall continue on a month to month basis, unless either Party gives the non-terminating Party Thirty (30) days notice of its election to terminate this Agreement.

B. Termination For Breach. Each Party shall have the right to terminate this Agreement upon Fifteen (15) days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period.

C. Canceling Monthly Subscriptions. To cancel your monthly Service subscription, you must submit your request by emailing us a info@Vendevor.com. To ensure that you are not billed for another month of service, you must cancel your subscription before your next billing cycle begins. All properly-submitted cancellation requests are processed within three business days of submission (recurring billing is terminated on the date of request submission). Failure to properly complete the online cancellation form will result in continued service.

ACCEPTABLE USE POLICIES

A. Acceptable Use Policy. Campus Cellect maintains on its Web site Campus Cellect's then-current Terms of Use Policy. Customer agrees to abide by the Terms of Use. Campus Cellect may modify its Terms of Use at any time, and shall post the then-current Terms of Use on Campus Cellect's Web site, which will be effective upon posting.

B. End Users to Comply with Terms of Use. Customer acknowledges that Campus Cellect may terminate an end user's access to Customer's Web Site for noncompliance with Campus Cellect's Terms of Use. Campus Cellect may thus terminate such end user's access to Customer's Content even if the end user has not violated Customer's own terms and conditions of use of its Web Site. Campus Cellect acknowledges that Customer may terminate a User's access to Customer's Content for noncompliance with Customer's terms and conditions.

SECURITY

Customer acknowledges that the Internet is not a secure or completely reliable system, and that the purpose of the Service is to allow end users easy access to Customer's Content. Campus Cellect will take those precautions Campus Cellect deems reasonable in its sole discretion to secure Customer's Web Site from attack, but Campus Cellect makes no warranty that there will be no outages or interruptions of service, or that Customer's Content will be secure against attack of any form by end users or other third parties.

PROHIBITED PRACTICES

Campus Cellect shall have no duty or obligation to monitor Customer's Content or any other Content provided or distributed by others, and Campus Cellect shall not edit or otherwise exercise any control over Customer's Content. Nevertheless, Campus Cellect may, in its sole discretion at any time, without notice to Customer, and without liability, remove from public view, disconnect, or terminate the hosting of any of Customer's Content or other Content that Campus Cellect deems in its sole discretion to be offensive or illegal, for any one or more of the following reasons: (i) the content is adjudicated to be in violation of the laws of the state where the server resides; illegal or sexually explicit Content or activities, or any Content that allegedly violates the law, rules or regulations of any country or subdivision thereof; (ii) the content constitutes harassment of Users, including, but not limited to, by means of Customer's billing practices; or (iii) Customer's noncompliance with or material breach of any of the terms and conditions of the Terms of Use or this Agreement.; or (iv) claims made by third parties against Campus Cellect that Customer or any of its end users has engaged in one or more of the above practices.

POINT OF CONTACT

Customer shall designate a single Point of Contact in the accompanying Order Form. Customer's Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of Customer. Customer agrees that Campus Cellect may rely on representations made by Customer's Point of Contact. Customer may change its Point of Contact at any time by giving written notice to Campus Cellect in accordance with the notice provisions of this Agreement. Campus Cellect is under no obligation to accept instructions from anyone other than the Point of Contact.

CUSTOMER'S INDEMNIFICATION

Customer shall indemnify and hold harmless Campus Cellect from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Customer's provision, or an end user's use, of Customer's Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.

WARRANTIES

Each party warrants and represents to the other party that it has the complete right to enter into and perform its responsibilities under this Agreement.

DISCLAIMER OF WARRANTIES

THE FOREGOING WARRANTIES ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND CAMPUS CELLECT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR CAMPUS CELLECT ANY OTHER LIABILITY IN CONNECTION WITH ANY SOFTWARE OR SERVICES PROVIDED UNDER THIS AGREEMENT.

LIMITATION OF LIABILITY

CAMPUS CELLECT ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER'S OR END USER'S USE OF THE SOFTWARE OR SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF CAMPUS CELLECT IS AWARE OF THE POSSIBILITY THEREOF. CAMPUS CELLECT SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SERVICES DURING ANY 12-MONTH PERIOD.

NO ASSIGNMENT BY CUSTOMER

Customer may not assign this Agreement without the prior written consent of Campus Cellect, which Campus Cellect may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written permission shall be deemed null and void. Campus Cellect may assign this Agreement, which shall be effective upon written notice provided to Customer.

NOTICES OF TRADEMARK AND COPYRIGHT INFRINGEMENT

To cover the increasing cost of processing DMCA, trademark, and copyright infringement claims, Campus Cellect reserves the right to charge a $250 processing fee for each instance of notification received from a legitimate copyright holder. Campus Cellect reserves the right to close any store that, upon notification, fails to comply with a legitimate infringement claim within the specified time.

NOTICES

(i) Any notice or other communication ("Notice") required or permitted under this Agreement shall be in writing and either delivered personally or sent by electronic mail, facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed in Customer Vendevor account profile, or the address provided in the application form submitted with the payment for Customer; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by electronic mail, certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers.

MISCELLANEOUS

(i) The laws of the State of Texas shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; (ii) THE PARTIES SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, AND AGREE TO VENUE IN TARRANT COUNTY, TEXAS; (iii) a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible; (iv) the section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement.; (v) this Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed by all of the parties; (vi) this Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by Campus Cellect shall be for acknowledgment purposes only; (vii) failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time; (viii) the remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies; (ix) wherever used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The use of any gender, tense or conjugation shall include all genders, tenses and conjugations; (x) the Parties are independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership; and (xi) this Agreement is only between Campus Cellect and Customer, and does not make any third-party a beneficiary of this Agreement, whether known or contemplated by either party. Further, this Agreement does not make Customer a third-party beneficiary of any agreement that Campus Cellect may have with third parties, nor does this Agreement make Campus Cellect a third-party beneficiary of any agreement that Customer may have with third parties.

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