TransformCo Vendor Portal

Terms Of Use

TERMS OF USE

These terms are effective as of June 6, 2013

By accessing or using any features of this site (the “Vendor Portal”), owned and operated by Sears Holdings Management Corporation, on behalf of itself and for its Affiliates (“Sears,” “We” or “Us”), you agree to be bound by these terms of use (the “Terms” or “Terms of Use”). All visitors to and users of any aspects of the Vendor Portal (collectively, “Users”) are bound by these Terms of Use. Sears reserve the right to modify the Terms of Use at any time without prior notice to you, and therefore, Sears recommends that you read these Terms of Use carefully each time you use the Vendor Portal. Your access to and use of the Vendor Portal constitutes your acceptance of all the provisions of these Terms of Use. If you are unwilling to be bound by these Terms of Use, you should not access or use the Vendor Portal.

Please note that the guidelines, policies and other terms and conditions of service and use of other web sites affiliated with Sears may vary from these Terms of Use. If a Sears Affiliate has separate terms of use for its website(s), or a separate agreement governing its use, the provisions of the Affiliate site’s terms shall control in the event of a conflict with these Terms. These Terms apply in addition to any other policies or agreements that govern your relationship with us, including but not limited to any vendor terms and conditions, purchase agreements, purchase orders, or vendor guides.

Eligibility

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.

Privacy

Sears believes strongly in the protection of the privacy of Users and our customers. Data collection and the use of data collected from the Vendor Portal is governed by our Privacy Policy which we encourage you to review.

Changes to the Vendor Portal

You agree and understand that the Vendor Portal, including any and all features available via the Vendor Portal and any User Content (as defined below), may be modified by us, in our sole discretion, at any time without prior notice. Unless expressly stated otherwise, any new features, new services, enhancements or modifications to the Vendor Portal implemented after your initial access to the Vendor Portal shall be subject to these Terms of Use. We do not actively monitor, and undertake no obligation to monitor or modify, any reviews, information, content, data, text, links to third party websites, User profile information, sounds, photographs, graphics, video, messages or other materials made available via the Vendor Portal by any User (all such items provided by Users, collectively, “User Content”). Nonetheless, we reserve the right to investigate and take appropriate action, including legal action, in our sole discretion, against anyone who violates these Terms of Use, including without limitation, by removing any User Content posted in violation of these Terms of Use, terminating the registration of such violators or blocking such violators' use of the Vendor Portal.

Registration

In order to access the Vendor Portal, you will be required to register. You will be provided a User ID”. To register, use the registration form available by clicking the “Signup now” button on the login page of the Vendor Portal. When you register, you must agree to provide us with accurate and complete registration information, and to inform us immediately of any updates or other changes to such information. For example, you may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. Failure to comply with the terms of this paragraph shall constitute a material breach of these Terms of Use, which may result in immediate termination of your account. In addition, we reserve the right to refuse registration of, or cancel a User ID in our discretion.

Security

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

Without limiting the generality of any other provisions of these Terms of Use, you agree you shall not (and you agree not to allow any other individual or entity using your User ID to):

download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the Vendor Portal, except and to the extent expressly permitted under these Terms of 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.

Copyrights

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:

Copyright Agent
Sears Holdings Management Corporation
3333 Beverly Road
Hoffman Estates, IL 60179

Or by email: shmcdmca@searshc.com

Counter-Notice

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.

Ownership

As between you and us, the Vendor Portal, including all photographs, images, text, graphics, icons, audio clips, software and other aspects thereof (excluding User Content), all improvements or modifications thereof, all derivative works based thereon, and the collection, arrangement, and assembly of the Vendor Portal, including all copyrights, trademarks, and other intellectual property or proprietary rights in the foregoing, are owned by us or our licensors. As between you and us, subject to any licenses and rights expressly granted herein, any User Content posted by you is owned by you. Nothing contained in these Terms of Use shall be deemed to grant to you or any other User any rights, title or interest in or to any copyright, trademark or other proprietary right of ours or any of our licensors.

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.

Nothing in these Terms of Use shall be deemed to grant to you or any other User any license or right in or to any patent, copyright, trademark, trade secret or other proprietary right of Sears.

Disclaimer

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.

Indemnity

You agree to indemnify and hold Sears and their respective affiliates, licensors, directors, officers, members, managers, employees, agents, and representatives, harmless from and against any losses, costs, expenses or damages of any nature whatsoever (including attorneys fees and court costs) arising from any claim, cause of action, suit or demand of any third party due to, arising out of or related to (i) your access to the Vendor Portal, (ii) your use of the Vendor Portal, (iii) any User Content posted, uploaded or transmitted by you, (iv) your use or distribution of any User Content, (v) your violation of these Terms of Use, (vi) any use of your User ID or password by you or any third party, or (vii) the infringement or other violation by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

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.

Changes to Terms of Use

We reserve the right to make changes at any time to these Terms of Use. Any modifications to the Terms of Use will be effective upon posting. You agree to review the Terms of Use periodically so that you are aware of any modifications. Your continued use of the Vendor Portal after any modifications indicates your acceptance of the modified Terms of Use.

Disputes

Any dispute relative to the Vendor Portal or use or inability to use the Vendor Portal will be governed by the laws of the State of Illinois, without regard to its conflict of law provisions. Any dispute relating in any way to your visit to or participation on the Vendor Portal shall be submitted to confidential arbitration in Chicago, Illinois, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Illinois, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms of Use shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration involving any other party subject to these Terms of Use, whether through class arbitration proceedings or otherwise.

Applicable law

By visiting Vendor Portal, you agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Sears.

Miscellaneous

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use, and you do not have any authority of any kind to bind Sears in any respect whatsoever. We may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Vendor Portal. These Terms of Use, which shall be deemed accepted by you upon your use of the Vendor Portal, constitute the entire agreement among you and Sears regarding use of the Vendor Portal. Sears' failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of the enforcement of such right or provision. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by you, except with our prior written consent. The headings in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use include and incorporate the Privacy Policy for the Vendor Portal and any notices regarding the Vendor Portal.

Contact and Violations

Please contact us with any questions regarding these Terms of Use. Please report any violations of the Terms of Use to vendors@searshc.com.