Welcome to the Vendi Software, Inc. web site (the "Site") and Vendi (the "Software"). This user agreement specifies the terms and conditions under which R&A Consulting Services agrees to provide you with access to the Site and it's Software. If you want to access the Site or Software to assist in your business, hobby or collecting passtime then you must accept this user agreement ("Agreement") in its entirety, including all of its terms and conditions.

We may amend this Agreement at any time by posting the amended terms and conditions on the Site. Unless otherwise indicated, all amended terms shall automatically be effective fourteen (14) days after they are initially posted on the Site, and your continued use of our Services indicates your acceptance of the amended terms. You are responsible for reviewing and becoming familiar with any changes. This agreement was last revised on May 1, 2004.

Vendi, in its sole discretion, may add, delete, or modify some or all of the features of the Site or Services at any time with little or no notice being given..

1. Eligibility; Registration.

1.1 Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors without the consent of their parent or guardian. Further, the Services are not available to parties whose use of the Services has been suspended or terminated.

1.2 To use the Services, you must submit a complete registration form on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. By accepting this Agreement, you represent that (a) you are eighteen (18) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services. You shall provide current, complete and accurate registration information (including email address and credit card information), and then update the information as required to keep the registration information current, complete and accurate.

2. Passwords and Security.

You shall at all times maintain the confidentiality of your user names and passwords. Permitting use of the Services by a third party is prohibited and is a violation of this Agreement. If there is a breach of security through your account, you must immediately change your password and also notify us. You will be liable for any unauthorized use of the Services until you notify us of the security breach. All logins are monitored and any subsequent breaches may result in your temporary or permenant suspension solely at our discretion with little or no warning given.

3. User Conduct.

3.1 You agree to comply with all applicable laws, statutes, ordinances and regulations related to use of the Site and Software. You may not use our Software or Site to engage in any fraudulent activity or other illegal activity, or to infringe the intellectual property rights of others. Any breach will result in immediate and permenant suspension.

3.2 You agree that you will not use any device, hardware, software, code, process or routine to interfere or attempt to interfere with the proper working of the Site or Software. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or limits our ability to provide the Services. You agree that you will not collect, copy, reproduce, alter, modify or publicly display any content or information (except for Your Content) from the Site or Software without the prior expressed written permission of Vendi or the appropriate third party.

6. Vendi and Third-Party Intellectual Property.

6.1 Other than Your Content, all content included or available on the Site, such as advertisements, text, graphics, logos, button icons, images, audio clips and software, is the property of Vendi and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Vendi and/or its licensors, suppliers and distributors and is protected by copyrights or other intellectual and proprietary rights. All software used on the Site is the property of Vendi and/or its software suppliers or distributors and is protected by copyrights, patents or other intellectual and proprietary rights.

7. Suspension and Termination.

Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to the Site and Software if you breach any of the terms of this Agreement or if you take any actions that, in our sole judgment, may cause legal liability for or claims against you, our users, or us. In the event Vendi suspends or terminates your access to the Site or Software, you acknowledge that you may be denied any further access to Your Content.

8. Privacy.

Vendi is committed to protecting your privacy and we will never disclose your personal information to anyone outside of the company.

9. Warranty Disclaimer.

THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Vendi AND OUR SUPPLIERS OR DISTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. Vendi AND OUR SUPPLIERS OR DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING WITHOUT LIMITATION:

(A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(B) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Vendi OR OUR SUPPLIERS OR DISTRIBUTORS.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not fully apply to you. You may also have other legal rights which vary from state to state.

10. General Release.

10.1 BECAUSE VENDI AND OUR SUPPLIERS OR DISTRIBUTORS ARE NOT INVOLVED IN DEALINGS BETWEEN OUR USERS OR BETWEEN OUR USERS AND MARKETPLACE USERS, IF A DISPUTE ARISES BETWEEN YOU AND ANOTHER PARTY, YOU RELEASE Vendi (AND ITS AGENTS AND EMPLOYEES, SUPPLIERS AND DISTRIBUTORS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. FURTHER, YOU WAIVE ANY RIGHTS YOU MAY HAVE.

10.2 YOU ACKNOWLEDGE AND AGREE THAT VENDI IS NOT RESPONSIBLE FOR THE AVAILABILITY OF MARKETPLACES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH MARKETPLACES. YOU AGREE THAT Vendi SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS.

10.3 YOU ACKNOWLEDGE AND AGREE THAT Vendi DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR INFORMATION PROVIDED BY OTHER USERS WHICH IS MADE AVAILABLE ON THE SITE. YOU MAY FIND OTHER USER'S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU AGREE THAT Vendi SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH INFORMATION.

11. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL Vendi OR OUR SUPPLIERS AND/OR DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT, FILES, PROFIT OR GOODWILL, OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE SOFTWARE THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THE AGGREGATE LIABILITY OF Vendi AND OUR SUPPLIERS OR DISTRIBUTORS UNDER THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE SOFTWARE. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

12. Indemnity.

You hereby agree to, at your own expense, indemnity, defend and hold Vendi and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to the Site; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Vendi arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Vendi provision, of the Services or use of your account by any third party. Vendi will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Vendi behalf without the prior written consent of Vendi.

13. Notices.

Vendi shall provide notice to you via email to the email address you provide in your registration information. Such notice shall be deemed given 24 hours after it is sent, or earlier if actually received by you earlier. Alternatively, Vendi may choose to provide notice to you via certified or registered mail to the mailing address you provide in your registration information. In such case, notice shall be deemed given 3 days after the date of mailing. You shall provide notice to Vendi via email, or a copy sent via certified or registered mail to R&A Consulting Services, 1558 Forrest Trail Circle, Suite 1A, Toms River, NJ 08753, Attn: Customer Service.

14. Termination.

Not withstanding the notice provisions above, you may terminate this Agreement at any time by sending an email. Vendi, in its sole discretion, may terminate this Agreement or suspend or terminate your access to the Site or the Services immediately without notice for any reason including, without limitation, for your infringement of the intellectual property rights of others. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity and the general provisions.

15. General.

This Agreement is not assignable, transferable or sublicensable by you without Vendi's prior written consent, and any such conveyance shall be null and void. Vendi may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California State and U.S. federal courts having within their jurisdiction the location of Vendi's principal place of business. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree and acknowledge that you are not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.