Vendor Directory Terms and Conditions 1. Introduction 1.1 These terms and conditions — together with our “Privacy Policy” and “Conditions of Use” — shall govern your use of PracticalEcommerce.com (hereafter, “Practical Ecommerce” or “Website”) and the vendor directory on Practical Ecommerce (hereafter “Practical Ecommerce Directory” or “Directory”). 1.2 By using the Practical Ecommerce Directory, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our Directory. 1.3 If you register with Practical Ecommerce, submit any material to Practical Ecommerce, or use any of our Practical Ecommerce’s services, we will ask you to expressly agree to these terms and conditions. 1.4 You must be at least 18 years of age to use Practical Ecommerce; by using our Website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age. 1.5 Our Website uses cookies; by using our Website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy. 2. Registration and accounts 2.1 To be eligible for an account on Practical Ecommerce under this Section 2, you must register for an account with our Website by completing and submitting the account registration form. 2.3 You must not allow any other person to use your account to access the Website. 2.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account. 2.5 You must not use any other person's account to access the Website, unless you have that person's express permission to do so. 3. User login details 3.1 If you register for an account with our Website, you will be asked to choose a user ID and password. 3.2 Your user ID must not be liable to mislead; you must not use your account or user ID for or in connection with the impersonation of any person. 3.3 You must keep your password confidential. 3.4 You must notify us in writing immediately if you become aware of any disclosure of your password. 3.5 You are responsible for any activity on our Website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure. 4. Cancellation and suspension of account 4.1 We may: (a) suspend your account; (b) cancel your account; and/or (c) edit your account details, at any time in our sole discretion without notice or explanation. 4.2 You may cancel your account on Practical Ecommerce. 5. Directory 5.1 We welcome submissions to the Practical Ecommerce Directory. 5.2 Each submission to our Directory must be relevant to ecommerce merchants. 5.3 You must keep your Directory submissions up to date using our interface or by notifying us. 5.4 If we accept your Directory listing submission, it will remain published on Practical Ecommerce indefinitely or as long as we otherwise choose, at our sole discretion, subject to termination or deletion in accordance with these terms and conditions. 5.5 We may delete a Directory listing at any time, with or without notice to you. 6. Prohibited directory submissions 6.1 We reserve the right to reject or delete Directory submissions that breach these terms and conditions, or that do not meet the additional guidelines for submissions published on our Website. 6.2 If we reject or delete a Directory submission in accordance with this Section 6, we will not refund any applicable charges. 7. Fees 7.1 Any fees in respect of our Website services will be as set out on Practical Ecommerce from time to time. 7.2 All amounts stated in these terms and conditions or on our Website are stated in U.S. dollars. 7.3 We may vary fees from time to time by posting new fees on Practical Ecommerce, but this will not affect fees for services that have been previously paid. 8. Our role 8.1 You acknowledge that: (a) We do not confirm the identity of Website users, check their credit worthiness or bona fides, or otherwise vet them; (b) We do not check, audit, or monitor the information contained in advertisements or listings; (e) We are not the agents for any Website users, and accordingly we will not be liable to any person in relation to any contract or other arrangement between Website users; furthermore we are not responsible for the enforcement of any contractual obligations arising out of a contract between Website users and we will have no obligation to mediate between the parties to any such contract. 9. Your content: license 9.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software, and files) that you submit to us for storage or publication on, processing by, or transmission via, our Website. 9.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media. 9.3 You may edit your content to the extent permitted using the editing functionality made available on Practical Ecommerce or by contacting us. 9.4 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish, or edit any or all of your content. 10. Your content: rules 10.1 You warrant and represent that your content will comply with these terms and conditions. 10.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person in any jurisdiction and under any applicable law. 10.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not: (a) Be libellous or maliciously false; (b) Be obscene or indecent; (c) Infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right; (d) Infringe any right of confidence, right of privacy, or right under data protection legislation; (e) Constitute negligent advice or contain any negligent statement; (f) Constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity; (g) Be in contempt of any court or in breach of any court order; (h) Be in breach of racial or religious hatred or discrimination legislation; (i) Be blasphemous; (j) Be in breach of official secrets legislation; (k) Be in breach of any contractual obligation owed to any person; (l) Depict violence in an explicit, graphic, or gratuitous manner; (m) Be pornographic, lewd, suggestive, or sexually explicit; (n) Be untrue, false, inaccurate, or misleading; (o) Consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage; (p) Constitute spam; (q) Be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory, or inflammatory; or (r) Cause annoyance, inconvenience, or needless anxiety to any person. 10.4 Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet. 10.5 You must not use our Website to link to any website or web page consisting of or containing material that would, were it posted on our Website, breach the provisions of these terms and conditions. 11. Limited warranties 11.1 We do not warrant or represent: (a) The completeness or accuracy of the information published on Practical Ecommerce; (b) That the material on Practical Ecommerce is up to date; 11.2 To the maximum extent permitted by applicable law, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our Website and the use of our Website. 12. Indemnity 12.1 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities, and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of Practical Ecommerce or any breach by you of any provision of these terms and conditions. 13. Trade marks 13.1 Practical Ecommerce’s logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights. 13.2 The third-party registered and unregistered trade marks or service marks on our Website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights. 14. Assignment 14.1 You hereby agree that we may assign, transfer, contract, or otherwise deal with our rights or obligations under these terms and conditions. 14.2 You may not without our prior written consent assign, transfer, sub-contract, or otherwise deal with any of your rights and/or obligations under these terms and conditions. 15. Law and jurisdiction 15.1 These terms and conditions shall be governed by and construed in accordance with U.S. and Michigan law. 15.2 Any disputes relating to these terms and conditions shall be subject to the jurisdiction of Traverse City, Michigan.