These terms are effective as of June 6, 2013
The Vendor Portal is intended for use by vendors that sell goods and services to Sears Holdings. By using the Vendor Portal, you represent and warrant that you are a SHC Vendor . If you are not a SHC Vendor, do not access, use or register on the Vendor Portal.
Changes to the Vendor Portal
You are responsible for maintaining the confidentiality of your password; you are fully responsible for all activities that occur under your User ID and password, whether or not you authorize such activities. Any User ID and password for your access to the Vendor Portal shall be for your personal, non-commercial use only. You agree to (a) immediately notify us of any unauthorized use of your User ID or password of which you become aware, and (b) ensure that you exit from your account at the end of each session.
Use of the Site/License/Services
Sears grants you a limited license to make personal use of the Vendor Portal. This license grant does not include: (a) any resale or commercial use of the Vendor Portal or content therein; (b) the collection and use of any product listings or descriptions; (c) making derivative uses of the Vendor Portal and its contents; or (d) use of any data mining, robots, or similar data gathering and extraction methods on the Vendor Portal. Except as noted above, Users of the Vendor Portal are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Sears or any third party.
You may not use, frame or utilize framing techniques to enclose any Sears trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without Sears’ express written consent. Further, you may not use any meta tags or any other "hidden text" utilizing a Sears name, trademark, or product name without Sears’ express written consent.
Any unauthorized use of the Vendor Portal will terminate the permission or license granted by these Terms and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. All violators will be prosecuted to the fullest extent of the law.
Permitted uses of the Vendor Portal include:.
· Access vendor information guides, vendor training and communication sent to vendors by Sears Holdings
· Access SHC applications that users are authorized for
· Appoint one/more administrator for your company
· Manage users of your company and request access to SHC systems
IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS OF ANY NATURE WHATSOEVER ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY USER CONTENT, ANY ERROR OR OMISSION IN ANY USER CONTENT, ANY CLAIM THAT ANY USER CONTENT IS DEFAMATORY, LIBELOUS OR VIOLATES ANY RIGHT OF ANY THIRD PARTY, OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. YOU EXPRESSLY AGREE THAT YOU BEAR ANY AND ALL RISKS ASSOCIATED WITH YOUR ACCESS TO, CONTRIBUTION TO, USE OF AND/OR RELIANCE ON USER CONTENT.
Restrictions on Rights to Use
- remove any copyright, trademark or other proprietary rights notice contained in or on the Vendor Portal;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Vendor Portal;
- collect any information about other Users (including usernames and/or email addresses) for any purpose other than to solicit and/or share reviews with other Users;
- reformat or frame any portion of any Web pages that are part of the Vendor Portal;
- create user accounts by automated means or under false or fraudulent pretenses;
- create or transmit to other Users unsolicited electronic communications, such as “spam,” or otherwise interfere with other Users' enjoyment of the Vendor Portal;
- submit to the Vendor Portal any content that falsely states or implies that such content is sponsored or endorsed by us;
- transmit or upload to the Vendor Portal any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Vendor Portal, any other Web site, or any computer or other device or system, or the enjoyment of the Vendor Portal by any User;
- use the Vendor Portal to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
- submit to the Vendor Portal any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; or otherwise use the Vendor Portal to transfer or store illegal material, including any material deemed threatening or obscene;
- copy or store any User Content offered on the Vendor Portal other than for your personal, non-commercial use;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large data or traffic load on the Vendor Portal or the IT infrastructure used to operate and make the Vendor Portal available;
- use the Vendor Portal and/ or any User Content, intentionally or unintentionally, to violate any applicable local, state, federal or international law; or
- collect or store personal data about other Users in connection with the prohibited activities described in this paragraph.
If you believe any User Content or any other aspect of the Vendor Portal infringes your copyright, you should send written notice of copyright infringement to our designated copyright agent at the address given below. Your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. §512) by providing the following information:
· A description of the copyrighted work that you claim has been infringed;
· A description of where the material that you claim is infringing is located on the Vendor Portal;
· Your address, telephone number and email address;
· A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf; and
· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.
Our designated copyright agent for notice of claims of copyright infringement on the Vendor Portal may be reached at the following address:
Sears Holdings Management Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
Or by email: email@example.com
If you believe that your User Content that was removed (or to which access was disabled) pursuant to a Digital Millennium Copyright Act notice we received is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to law, to post and use the content in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address listed above:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Cook County, Illinois, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Sears may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Sears' sole discretion.
Any trademarks, service marks, and other marks and indicators of source or origin that are displayed on the Vendor Portal are the proprietary property of Sears or our respective licensors, as applicable. None of such marks may be used in connection with any other product or service in a manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any trademarks of third parties that appear on the Vendor Portal are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You may not use, copy, modify or display any of the trademarks, service marks, names or logos appearing on the Vendor Portal without the express written permission of the trademark owner.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE VENDOR PORTAL, AND OF ANY USER CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE VENDOR PORTAL, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE VENDOR PORTAL, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT PROVIDED VIA THE VENDOR PORTAL, AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VENDOR PORTAL, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE VENDOR PORTAL IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THE VENDOR PORTAL, INCLUDING BUT NOT LIMITED TO USER CONTENT AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VENDOR PORTAL. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE VENDOR PORTAL OR THE USER CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THE VENDOR PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Limitation on Liability
IN NO EVENT SHALL SEARS OR THEIR RESPECTIVE AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE VENDOR PORTAL, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VENDOR PORTAL, OR THE DISCLOSURE OR MISUSE OF ANY USER'S PERSONAL INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, SEARS' RESPECTIVE TOTAL MAXIMUM LIABILITY IN RESPECT OF THE VENDOR PORTAL OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE USER CONTENT, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE VENDOR PORTAL, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Third Party Advertisements and Links to Third Party Sites
We may display advertisements from third parties on the Vendor Portal, such as banner advertisements, pop-up texts, and links to third party sites. We are not responsible for the content of such advertisements or links, or for any products, services or other materials relating to such advertisements, any linked site, or any link contained in a linked site. The display of any advertisement or link does not imply endorsement by us of the advertisement or linked site or any content therein. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE VENDOR PORTAL, ANY PRODUCTS, SERVICES OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A LINKED SITE.
Contact and Violations
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