VendorSmart is not an attorney and cannot give legal advice or provide legal services. Those Users entering into contractual relations with other Users, discontinuing such contractual relations, or involved in disputes with other Users should seek the advice of an attorney as appropriate and should not act unless they are clear as to their legal rights and duties. 

VendorSmart does not recommend any one Vendor over any other Vendor, and any ratings provided are the opinion of the Consumer who posted the feedback on Vendor. Any guarantees, warranties, and representations made by Vendor expressed or implied are made by that Vendor and not VendorSmart.

VendorSmart is not responsible for the accuracy of information on the Website provided by any User. VendorSmart does not guarantee, warrant, endorse, investigate, or supervise the performance, representations, guarantees, or warranties of any Vendor. If any User (or constituent thereof, directly or indirectly) enters into a contract with a Vendor, User agrees that User's rights are governed by the contract and by applicable law.

Through the Website, VendorSmart may offer interactive features that allow Users to submit materials (including links to third-party content) on areas of Service accessible and viewable by other Users and in some cases members of the general public. You agree that any use of such features, including any materials submitted by you shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste. By using submission features, you also represent and warrant that you have obtained all necessary rights and licenses to make such submissions. You agree to provide accurate and complete information in connection with submissions of any materials.

In addition, as a User you hereby grant VendorSmart a worldwide, royalty-free, non-exclusive permanent and paid up license to use any materials originating of your control and ownership, as part of the Service or in providing or marketing the Service, without limitations, and with no expectation of compensation. VendorSmart reserves the right to elect to not post or publish any materials and to remove or edit any material, at any time in its sole discretion without notice or liability.

Upon request, Users may be granted limited and nonexclusive permission to create a hyperlink to the home page of the Website. User understands and agrees that VendorSmart does not control such links from (or to) third-party web sites, and VendorSmart is not responsible for content or functionality of such third-party websites. No link may portray the Website in a false light or defame or disparage the services offered by VendorSmart on VendorSmart or any Vendor listed on the Website.

User is solely responsible for and agrees to hold VendorSmart harmless and indemnify VendorSmart against any and all claims, actions, costs, and damages resulting in any way from use or misuse of the Website. VendorSmart is not responsible for any statements of opinion, complaints, comments, reviews, or ratings posted or published on the Website. Such statements of opinion, complaints, comments, reviews, or ratings constitute the opinions of those who posted the content, are not endorsed by VendorSmart, and do not reflect the opinions of VendorSmart or its officers, directors, agents, or employees. VendorSmart may or may not review posted content and regardless has no obligation to conduct such reviews or to remove content that does not meet the criteria set forth within this Agreement. VendorSmart has the right, but no obligation, to monitor any information or materials submitted by Users or otherwise available on the Website, to investigate any reported or apparent violation of this Agreement, including violation of our intellectual property rights, and to take any action that VendorSmart, in its sole discretion, deems appropriate, including, without limitation, termination of services, penalties, and legal remedies.

VendorSmart may provide links to third-party web sites as a convenience to User. Each User agrees that VendorSmart is not responsible for examining or evaluating the content. Each User agrees that it will not use on, within, or link to the Website any third-party materials in a manner that would infringe or violate the rights of any other party and that VendorSmart is not in any way responsible for any use of third party materials by User.

As a condition of use for the Services provided and by the nature of the Services provided, Users will disclose certain information, including but not limited to: contact information, service needs, and such other data as is sought through RFPs, forms, and blank fields provided. YOU authorize VendorSmart to store this information and to send, share, and distribute this information with Users. You understand that VendorSmart will use this information to provide Services to you and other Users, to contact you or your company should the need arise, to provide this information to Vendors or Consumers as appropriate, and for related purposes. User understands that Vendors may use this information to determine whether they are capable of providing the service requested, to determine whether a prospective job location is within their service area, and to determine whether they are interested in submitting a proposal in response to a Consumer’s RFP request. You authorize VendorSmart as well as the respective Users to contact you by e-mail, telephone, mail, fax, or by any other reasonable method of communication. By using the Services, you specifically agree to waive any restrictions of any Do Not Call list or similar service, or any law or regulation that restricts commercial solicitations, telephone calls, faxes, or any other form of commercial speech or advertisement. Please consult VendorSmart's Privacy Policy (click to view) for additional details concerning use of the information User provides to and through the Services. Should any terms within this section conflict with those incorporated within VendorSmart's Privacy Policy, those contained within this section shall prevail.

In consideration for the Services, it is understood that any company or business logos uploaded to an Account may be displayed on the Website and other marketing materials for marketing purposes of the Website. All trademarks, service marks, trade names, trade dress, product names and logos appearing on the Website are the property of their respective owners, including in some instances HOA Assistant, LLC. Any rights not expressly granted herein are reserved.

VendorSmart provides limited online document storage to Users as a courtesy. This online document storage is not meant as a sole source or archive of any data. It is entirely User's responsibility to archive and save any information that must be retained for their protection, benefit, or retained for their own records. VendorSmart is not responsible for the retention of User documents and may, at its sole discretion and without notice, remove any documents as part of a purging process or otherwise.

VendorSmart owns the graphics, User interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services. These and other elements contain proprietary information and material that is owned by VendorSmart and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. User agrees that it will not use or redirect such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these terms. User agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and User shall not exploit the Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

Notwithstanding any other provision of this Agreement, VendorSmart and its licensors reserve the right to change, suspend, remove, or disable access to any products, content, or other materials comprising a part of the Services at any time without notice. In no event will VendorSmart be liable for making these changes. VendorSmart may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability.

All copyrighted material and trademarks associated with the Website and Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by VendorSmart and/or its licensors, or other respective owners, who reserve all their rights in law and equity. THE USE OF THE WEBSITE OR ANY PART OF THE SERVICES, EXCEPT FOR USE OF THE SERVICES AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT USER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

VendorSmart trademarks, service marks, graphics, and logos used in connection with the Services are trademarks of GRID Systems, LLC in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Services are the trademarks of their respective owners. User is granted no right or license with respect to any of the trademarks and any use of such trademarks.

If User fails (or VendorSmart suspects that User has failed) to comply with any of the provisions of this Agreement, VendorSmart, at its sole discretion, without notice to User may: (i) terminate this Agreement and/or User's Account; and/or (ii) terminate the license to the Services; and/or (iii) preclude access to the Services (or any part thereof). VendorSmart reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time with or without notice to User, and VendorSmart will not be liable to User or to any third party should it exercise such rights even if mistaken as to cause.

After registering and choosing a subscription plan, Vendors, as specified below, may be subject to and undergo background (criminal and financial) screening. Once a subscription plan is chosen, Vendors agree to upload accurate and truthful information related to any and all of their compliance documents, company information, marketing materials, and references. Vendors also agree to keep their compliance documents and company information up-to-date, including clearing (deleting) any lapsed or expired policies/licenses while updating currently held policies/licenses.

Vendor Accounts will be automatically renewed each 12-month period, unless canceled prior to the renewal date.

To determine if a Vendor is eligible to offer their services through VendorSmart, Vendor must pay an annual subscription fee, if applicable. VendorSmart may, as required by a Consumer or at its discretion, do a criminal background screening and other screening of applying Vendors. Vendor specifically authorizes VendorSmart to conduct such investigation as it deems necessary, including, but not limited to, credit checks, obtaining and reviewing civil filings, court records, other public records checks, identification verification, licensing, certification, and reference checks. This information may be obtained by VendorSmart from third party sources, including, but not limited to, credit reporting agencies, licensing authorities, and third-party investigative sources.

Should VendorSmart become aware that any Vendors or any of its principals are convicted of a crime involving dishonesty or moral turpitude, or is a convicted sexual predator, or a violent felon, such Vendor will be immediately removed from the Website.

VendorSmart reserves the right, at its sole discretion, to reject any Vendor based on the outcome of any screening procedure, license checks, or any other information that causes VendorSmart to suspect or believe that Vendor may not be properly licensed, qualified, dependable, trustworthy, or able to fulfill its obligations. Vendor acknowledges that VendorSmart is entitled to exercise such caution and discretion to protect its Users. In instances where a Vendor fails a screening, Vendor forfeits their subscription fee. Vendor specifically waives any claim against VendorSmart based on VendorSmart's failure to list Vendor, rejection of Vendor, or any discretionary activities undertaken by VendorSmart as a result of information obtained through the screening process or through any other means, irrespective of any alleged inaccuracies in the information, and irrespective of any alleged negligence or gross negligence on the part of VendorSmart in receiving, compiling, researching, or interpreting said information.

Vendor represents and warrants that the information provided in the Vendor sign up is true, complete and accurate. Vendor represents and warrants that it provides the services selected and escribed during the registration process. If Vendor is an entity, it represents and warrants that it is an entity in good standing and that it is properly registered in the state or states in which it does business. If Vendor is a contractor, professional, or practices any trade which requires a license, Vendor represents and warrants that it is properly licensed and fully qualified to perform all the services it offers. Vendor acknowledges and agrees that it is responsible for securing and maintaining all licenses, registrations, and certifications necessary for it to perform any services contemplated or offered pursuant to this Agreement. Vendor represents and warrants that it is in full compliance with laws, ordinances, codes, rules, and regulations that pertain to its operations, and that it will continue to abide by all such laws, ordinances, codes rules and regulations throughout the duration of this Agreement. Vendor shall not offer to perform, bid to perform, or accept any work that it is not fully qualified or licensed to perform. If Vendor is awarded a job, and enters into contract with any User, Vendor shall provide the expertise, labor, and equipment needed to perform such services.

Vendor is responsible for maintaining all requisite licenses and certificates, workers compensation insurance (where required), and such other forms of insurance as a required. Vendor specifically agrees to continually provide VendorSmart with an up-to-date, valid copy of its license(s) in order to be eligible to offer/perform services. Within two (2) business days of the occurrence of any one of the following events, Vendor shall submit in writing to VendorSmart a report of:

(a) any disciplinary action taken against Vendor by any licensing or government authority;

(b) any restrictions placed against Vendor's license or authority to conduct business by any 

government authority, including, but not limited to stop work orders, suspensions, and the like;

(c) any civil judgment against Vendor;

(d) the conviction of any of Vendor's owners, officers, or directors, of a felony or crime involving dishonesty;

(e) any complaint of unlicensed activity filed with any government authority;

(f) filing of any lawsuit or other claim involving a user who contacted a Vendor User through VendorSmart's web site; or

(g) filing of bankruptcy by Vendor.

VENDORSMART DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE.

VENDORSMART MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE OPERATION OR CONTINUITY OF THE SERVICES OR THE INFORMATION AND ADDITIONAL SERVICES MADE AVAILABLE THROUGH THE WEBSITE.

THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO USERS THROUGH THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

VENDORSMART HEREBY DISCLAIMS ALL REPRESENTATIONS, GUARANTEES AND WARRANTIES IN RESPECT OF SERVICES AND OTHER INFORMATION PROVIDED BY OR POSTED BY VENDORSMART OR ANY VENDORS WITHIN THIS WEBSITE OR ELSEWHERE, INCLUDING, BUT NOT LIMITED TO, ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY TYPE, IRRESPECTIVE OF HOW SUCH WARRANTIES OR REPRESENTATIONS ARE FRAMED, CLASSIFIED, OR PRESENTED. USER HEREBY ACKNOWLEDGES AND AGREES THAT ANY WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY TYPE, PROVIDED BY VENDORS, MERCHANTS, MANUFACTURERS, OR SUPPLIERS ARE TO BE PURSUED AND ENFORCED STRICTLY AGAINST SUCH VENDORS, MERCHANTS, MANUFACTURERS, OR SUPPLIERS, AND THAT NO CLAIMS OR ACTIONS RELATING TO SUCH WARRANTIES, GUARANTEES, AND REPRESENTATIONS WILL BE ENFORCED AGAINST VENDORSMART.

VENDORSMART DOES NOT WARRANT AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY THIRD-PARTY MATERIALS OR WEB SITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES.

VENDORSMART PROVIDES NO WARRANTIES RELATED TO REPRESENTATIONS BY CONSUMER, OR BY THOSE OF THE VENDORS, RATINGS, OR SCREENING PROCESS, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY TYPE. USER RELEASES VENDORSMART FROM ANY AND ALL LIABILITY, AND USER SPECIFICALLY AGREES TO BE RESPONSIBLE FOR ASCERTAINING AND VERIFYING THE CREDENTIALS AND CURRENT STATUS OF ANY VENDORS.

By using the Services provided by VendorSmart, you agree to indemnify and hold VendorSmart, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any and all claims arising out of your breach of this Agreement, your use of the Services, or any action taken by VendorSmart as part of its investigation of a suspected violation of this Agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

In no case shall VendorSmart, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from User’s use or inability to use the Services or for any other claim related in any way to user use of the Services, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Further, in no event shall the aggregated total liability of VendorSmart to any User or any other third party arising out of or related to the Services exceed the total amount of compensation which User paid to VendorSmart for the twelve (12) months any VendorSmart breach of this Agreement.

The Vendors listed on the Website, or that otherwise offer, provide, or advertise their services through the Website, are not employees, agents, subsidiaries, joint ventures, or affiliates of VendorSmart. Each Vendor is an independent contractor and VendorSmart does not control their actions, representations, or services.

20. RELATIONS BETWEEN USERS 

Users may contract directly with each other and each of those contracting parties hereby expressly covenant and agree that VendorSmart is not and shall not be a party to those agreements. Further, VendorSmart specifically disclaims any responsibility or liability whatsoever arising from those agreements, including, without limitation, failure of performance; late payment, non-payment, financial disputes with Users; incomplete, shoddy, nonconforming, or defective work; defective or hazardous products; injuries sustained on the job site; injuries or accidents occurring in transit to or from the job site; injuries resulting from defective workmanship; code violations, criminal violations, and statutory violations; fraud, civil theft, and other tortious conduct; abandonment of any contract; false advertising; bidding and contractual disputes; injuries resulting from engineering, building, or design errors; mold, radon, latent defects, and hazardous materials; warrantee and guarantee issues; and any other claims or disputes, of any type whatsoever, without limitation, that may arise out of services sought, offered, or provided as a result of contacts generated by the Website.

Each User acknowledges and agrees that, to the fullest extent allowed by law, VendorSmart shall have no liability whatsoever for damages flowing from, arising out of, or connected with this Agreement and Services rendered through the Website or pursuant to this Agreement, irrespective of any negligence, gross negligence, misfeasance or malfeasance allegedly attributable to VendorSmart. This limitation shall apply whether such liability allegedly arises from the acts of Users, VendorSmart, or third parties.

In exchange for and in consideration for the use of Services, you hereby agree to release, acquit, and forever discharge VendorSmart, along with its officers, directors, shareholders, affiliates, employees, attorneys, and agents, from any and all manner of actions, which may have, or which may arise out of, or which is in any way connected to relations, dealings, contacts, or contracts made as a result of use of the Services. Except as otherwise required by law, and to the fullest extent that this limitation can be enforced at User locality, you acknowledge and agree that your exclusive remedy against VendorSmart, with respect to any claim related to use of the Services, is that you are free to discontinue, without notice, use of the Services offered by VendorSmart.

The Services are subject to VendorSmart's Privacy Policy (click to view). As set out in the Privacy Policy, when User uses certain features of the Services, such as inviting others to join the Services as Users, the personal information the User shares is visible to others including other Users and can be read, collected, or used by them. Each User is responsible for the personal information that you choose to submit through the Website.

If User sends an invitation, the full name associated with the User's ID will be shared with the recipient of the invitation. If User accepts a "Preferred Vendor" or "In-House Vendor" invitation, the full name associated with the User ID will be shared with the sender.

VendorSmart reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on User’s use of the Services. Such modifications and additional terms and conditions will be effective immediately upon incorporated into this Agreement. Your continued use of the Services will be deemed acceptance of all changes to this Agreement once posted.

(a) Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements or negotiations on the subject matter in this Agreement, whether written or oral, and shall not be modified or amended except by written agreement duly executed by the undersigned parties.

(b) Severability. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable under Applicable Laws, such provision will be deemed amended to the extent necessary to conform to Applicable Laws, or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, and the remainder of this Agreement will remain in full force and effect. "Applicable Laws" means all applicable federal, state, and local statutes, laws, ordinances, regulations, rules, codes, or governmental orders, requirements or rules of common law.

(c) Waiver. Failure or delay on the part of either party to exercise any right, power, privilege or remedy under this Agreement shall not constitute a waiver thereof. No modification or waiver by either party of any provision shall be deemed to have been made unless made in writing.

(d) Force Majeure. VendorSmart shall be liable for damages for its failure to perform due to contingencies beyond its control including but not limited to strikes, riots, flooding, terrorism, fires or acts of God.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws.

(f) Attorney’s Fees. If any litigation is commenced under this Agreement, the successful party shall be entitled to recover, in addition to such other relief as the court may award, its reasonable attorneys’ fees, expert witness fees, litigation related expenses, and court or other costs incurred in such litigation or proceeding.

(g) Waiver of Jury Trial. All parties agree to waive any right to have a jury participate in the resolution of the dispute or claim, whether sounding in contract, tort or otherwise, between any of the parties or any of their respective affiliates arising out of, connected with, related to or incidental to this Agreement to the fullest extent permitted by law.

(h) Venue. The parties agree that any disputes under this Agreement shall be resolved exclusively in the state or federal courts located in Broward County, Florida. Each party consents to and waives any objection to venue and jurisdiction in the state and federal courts located in Broward County, Florida.

(i) Construction. Headings used in this Agreement are included for convenience only and will not limit or modify the terms and conditions.

(j) Assignment. Vendor may not assign, convey, subcontract or delegate its rights, duties or obligations under this Agreement.

(k) Changes to this Agreement. VendorSmart reserves the right to post additional rules of use and policies that apply to aspects of the Services provided through this Agreement. Vendor's continued use of VendorSmart Services constitutes its agreement to comply with these additional rules.

(l) Binding Effect. The parties executing this Agreement represent that they have the power and authority to bind their respective organizations.

(m) Electronic Communications/Signature. Vendor specifically consents to receive communications from VendorSmart through electronic means. Vendor further agrees that this Agreement satisfies any legal requirement that such communications must be in writing, signed by either or both parties. Vendor.

(n) Copyright. VendorSmart owns the copyright to all original concepts, and layout materials on the Website.