General - This user agreement specifies the terms and conditions under which Supplier City Inc. (hereinafter referred to as "Supplier City") offers its services. Any use of our Internet Site (http://www.suppliercity.com) constitutes acceptance and acknowledgement of this User Agreement.

Membership Eligibility - Supplier City reserves the right to suspend or terminate any supplier at any time with the understanding that the annual fee paid by the supplier will be returned on a monthly pro-rated basis for the remainder of the year in which the suspension or termination occurs. In the event the supplier terminates registration for convenience or default; no refund is required.

Fees and Services - There is no cost to access and use our Internet site by buyers or sales representatives. Supplier Registration is required to list the products and services your business provides. Supplier Registration for the 1st 2,000 companies is $ 100 per year to register up to a maximum of four (4) products and (4) services for a total of eight categories. Payment is to be made on-line with Master Card, Visa, American Express, Discover, or Electronic Check. All fees are in U.S. dollars. Suppliers are responsible for paying all fees associated with our service; buyers and sales representatives are responsible for all applicable taxes for any products or services purchased. Supplier City Inc. may change prices at any time; however, price changes (if any) will not apply to registered companies until expiration of their existing registration period ( 1 year ).

Agency and Privity of Contract - Supplier City is not an agent of the buyer nor supplier, and the privity of any contract resulting from the use of our Internet Site is strictly between the buyer and supplier's sales representative. Supplier City has no control or involvement in the actual transaction between buyers and suppliers or sellers. Supplier City Inc. is not an agent of the buyers, sales representatives, or registered suppliers. Privity of Contract for any products or services purchased from the registered suppliers is strictly between the buyer and the sales representative of the registered supplier. Supplier City assists buyers in locating suppliers of needed products and services. Supplier City provides a service to the buyers without financial consideration to enable them to initiate a Request For Quote, obtain competitive bids from registered suppliers selected by the buyer, receive and evaluate bids, and award a purchase order to the selected supplier. Supplier City lists the products and services of registered companies who have paid the annual registration fee for a period of one year from the date of payment acceptance. Supplier City is not involved in the actual transaction between buyers and suppliers nor in the establishment of any contractual agreement between the buyer and supplier.

Additional Disclaimers - Supplier City has no control over the quality of the goods or services provided by registered suppliers, the payment of goods or services by buyers to registered suppliers, the safety of any items or services provided, the truth or accuracy of the information listed by registered suppliers, the ability of suppliers to sell listed products or services, the authority or willingness of buyers to purchase and or pay for shipped or delivered products or services, or the authority of the sales representative to sell the products or services.

Release / Hold Safe & Harmless - In the event of a user dispute arising from the use of Supplier City's Internet site, all parties shall release and hold harmless Supplier City Inc., any and all of our officers, executive team members, agents, directors, subsidiaries, and all employees from any claims, financial penalties, demands, court costs, and damages (actual or consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Additionally, in the event any of our officers are required or compelled to support any lawsuit, the plaintiff shall pay all travel expenses (including airfare, car rental, and hotel expenses, plus an hourly rate of $ 200 per hour for a minimum of eight hours per day). California residents hereby waive California Civil Code §1542 which limits enforcement of general releases.

Supplier Information - Supplier City Inc. neither controls nor verifies the information provided by others which is available through our system unless we have reason to believe the information is false, or are notified by buyers that the information is false. In the event we believe a company has knowingly and willfully submitted factious or fraudulent information about their company which appears in our Internet site, in addition to all other remedies reserved by Supplier City Inc., including, but not limited to, incidental and consequential damages, the supplier's membership may be suspended and/or terminated.

Information - Information is defined as any information provided by buyers or registered suppliers to Supplier City. Supplier City is not responsible for the accuracy of information provided by buyers or suppliers. Buyers and/or Suppliers representatives using our Internet site are responsible for ensuring that (a) the information provided is accurate, complete, and not misleading; (b) the information is not fraudulent or involves the sale of stolen, used, or counterfeit property; (c) the information does not infringe on copyright, trademark, or patent rights of the other party, or the proprietary rights of either party or the rights of Supplier City Inc. Additionally, the buyer and/or supplier shall ensure that information provided to this Internet site and any Request For Quotes issued from our Internet site shall not violate any law, statute, ordinance, or regulation including, but not limited to, export / import control, consumer protection, unfair competition, false advertising, or discrimination in any form. The information shall not be libelous, threatening, harassing, obscene, or contain child pornography or any adult information not suitable for viewing by minors or a reasonable person. Data submitted by buyers and or suppliers shall not contain any computer or software viruses in any form which are intended to damage, disrupt, or disable the Supplier City Internet site in any way, or the Internet Service Providers (ISPs) hosting Supplier City. Users shall not misuse the Supplier CIty Internet site in a malicious manner for the purpose of damaging, disrupting, or disabling Supplier CIty in any way, or the Internet Service Providers (ISPs) hosting Supplier City.

Right to Use Data - Buyers and Registered Suppliers agree that Supplier City is authorized to use the data submitted to our company and that Supplier City shall have a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers and sub-tiers) right to exercise the copyright and publicity rights in all submitted in any media known or unknown, with respect to Information provided to Supplier City for the purpose of marketing our services to potential customers, other suppliers, and the purpose of posting and providing the information on our Internet site for access and viewing by users, sales representatives, individual consumers, buyers and corporate purchasing agents.

No Warranty - Supplier City provides its Internet site and services "as is" and without any warranty expressed, implied, or statutory. Supplier City and its registered suppliers disclaim any implied warranties of title, merchantability, fitness for use, and non-infringement. Any terms and conditions negotiated and accepted between the buyer and supplier, and incorporated in any resulting purchase order or contract between the buyer and supplier, shall apply to the buyer and supplier only, and shall not apply to Supplier City.

Liability Limitation - In no event, including negligence, shall Supplier City or its registered suppliers be liable for lost profits or any special, incidental, or consequential damages arising out of or in connection with our site, our services, or this agreement. Any terms and conditions negotiated and accepted between the buyer and supplier and incorporated in any resulting purchase order or contract between the buyer and supplier shall apply to the buyer and supplier only, and shall not apply to Supplier City.

Our maximum liability, and the liability of our suppliers in any circumstance is limited to the annual fee a company paid during the period in which the action giving rise to liability occurred.

Legal Actions - This agreement shall be governed by the laws of the State of Florida, which shall apply to any legal action involving Supplier City and any of its officers or Executive Team members. All legal proceedings will be held in Orlando, Florida, unless otherwise agreed in writing by the President of Supplier City.

Indemnity - Users agree to indemnify and hold Supplier City and its officers, executive team members, affiliates, directors, leads, agents, employees, and lower subtier suppliers who have previously contracted with our company safe and harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising from breach of this User Agreement or the documents it incorporates by reference, contents of our Internet site, or violation of any law or the rights of a third party.

No Guarantee of Service - Supplier City does not guarantee continuous, uninterrupted service or secure access to our services, and operation of our site may be interfered with by numerous factors outside our control at any time.

Enforcement of Provisions - If any provision of this agreement is held to be invalid or unenforceable by the Courts of the State of Florida, such provision shall be struck and the remaining provisions shall be enforced.

Bidding and Buying - Buyers are not obligated to award a contract to a registered supplier and neither Supplier City nor any user initiating a Request For Quote (RFQ) from our internet site is liable for any bid and proposal costs. There is an ethical obligation that the buyer initiating a request for quote (RFQ) from Supplier City's Internet site for the purpose of obtaining competitive bids has an immediate, legitimate, fully funded requirement, and the buyer is legally eligible and empowered as an individual consumer, or as an agent of a company to award a purchase order or contract with the Supplier selected by the buyer for award. Users shall not use our services for the purpose of obtaining estimates or other pricing information in support of proposal activities or for budgeting or funding purposes without a legitimate, immediate intent to award a purchase order.

Listing Description - All users shall provide accurate registered information as requested during the registration process. All users are responsible for updating and maintaining the registered information using the electronically assigned access code numbers and passwords which are provided during initial registration. Suppliers shall not market offensive, obscene merchandise or services. Supplier City reserves the right to remove any supplier at any time from its Internet site without penalty or obligation in accordance with the terms previously stated.

Binding Bids - Supplier bids submitted by sales representatives from registered companies shall be binding and valid for a period of thirty (30) days unless otherwise stated in the Request For Quote (RFQ). Suppliers may not change or amend their bids, but they may voluntarily withdraw their bids from consideration by refusing to sign a resulting purchase order.

Fraud - Supplier City may, in addition to all other remedies including, but not limited to liquidated damages and incidental and consequential damages, terminate or suspend a buyer's access or a supplier's registration in the event the buyer or supplier sales representative engages in fraudulent activity in connection with this Internet site.

Copyright, Trademark, Patent Rights or Other Third Party Rights - Supplier City encourages the identification of any copyright, trademark, servicemark, or patent right infringement issues relating to Supplier City or registered suppliers, which shall be identified to our customer service department via e-mail. Supplier City will notify identified suppliers, suspend their membership pending an investigation, and refund their pro-rated annual fee paid to Supplier City Inc. for the year the suspension occurs.

Arbitration - Any dispute or claim arising out of or relating to this agreement or services of Supplier City shall may be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association or by a Florida Court at the written direction of Supplier City. In the event of arbitration, such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Orlando, Florida, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Users or Supplier City may seek any interim or preliminary relief from a court of competent jurisdiction in Orlando, Florida, necessary to protect the rights or property of users or Supplier City pending the completion of arbitration.