Terms and Conditions

Effective date: February 21, 2011

Welcome to the website www.vianza.com (“Site”), owned and operated by Vianza, Inc (“VIANZA”). You should not access or use this Site until you have carefully read and agreed to these terms and conditions of use (the “Terms”). By using this Site, you agree to these Terms. If you do not agree to these Terms, you may not further access or use the Site. You should check these Terms (http://www.vianza.com/terms) and this Site periodically for modifications. VIANZA may modify the Site and/or the Terms from time to time without notice to you. If VIANZA makes material changes to the Terms we will post the revised Terms and the revised effective date on this Site. By using the Site following any modifications to the Terms, you agree to be bound by such modifications. The provisions contained in these Terms supersede all previous notices or statements regarding our terms and conditions of use with respect to this Site.

1. Use of this Site

VIANZA provides you with a limited, revocable and non-exclusive license to access and use the Site for your personal use subject to your compliance with the Terms. By using this Site, or submitting information through this Site, you represent that you are a United States of America resident and at least 18 years of age. If you are not at least 18 years of age, you may not use this Site without the express consent of an adult. We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access and use the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site. VIANZA reserves the right to refuse service, terminate accounts in their sole discretion.

You may create an account on this Site for your use. If you do so, you are solely responsible for maintaining the confidentiality of your account. You are solely responsible for restricting access to your computer and/or any other device that you may use to access the Site. You also agree that you accept any responsibility for any activity that is performed from your account.

2.Prohibited Uses

The Site may be used only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site including when the material is posted by VIANZA or any third party on your behalf through an explicit or implicit request from you. VIANZA specifically prohibits the use of the Site, for: (a) posting (or causing to post) any (i) information which is incomplete, false, inaccurate or not your own, (ii) trade secrets or material that is copyrighted, trademarked, patented or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it or (iii) material that infringes on any other intellectual property, privacy or publicity right of another; (b) impersonating another person; (c) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; (d) posting (or causing to post) content that may be misleading, unlawful, pornographic, hateful, intimidating, objectionable, obscene, defamatory, harassing, harmful to anyone, discriminatory or invasive of anyone’s privacy; or (e) transmitting or transferring (by any means) information or software derived from the Site to foreign countries or certain foreign nations in violation of US export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site or VIANZA’s system or network security, including, without limitation, the following: (i) accessing data not intended for users of the Site or gaining unauthorized access to an account, server or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) attempting to interfere with the function of the Site, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or VIANZA’s system or network security and policies may result in VIANZA removing the user and/or offensive content and/or civil or criminal liability.

3. Privacy Policy

In the course of your use of the Site, you may be asked to provide certain information to us. VIANZA’s use of any information you provide via the Site shall be governed by these Terms and our Privacy Policy available at www.Vianza.com/privacy. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information. Do not provide any information that you consider to be proprietary or a trade secret, or which you desire to be treated as confidential. VIANZA does not agree to any obligation of confidentiality, non-use or non-disclosure with respect to information submitted to VIANZA. By submitting information or materials to VIANZA, you understand, acknowledge and agree that such information and/or materials will not be treated as confidential or proprietary. VIANZA may receive information that is similar to information you submit, or may have already received information containing ideas and plans that are the same as or similar to ideas and plans contained in information you submit to VIANZA. In no event shall VIANZA be limited in, or restricted from, the pursuit of any opportunities, either alone or with third parties.

4. Electronic Communications

During the course of your use of the Site, you consent to receiving communications from us electronically. You agree that communications to you may be by email or through postings on the site for information regarding terms, privacy, notices, your account or other communications from us and that these satisfy any legal requirement that these be made in writing.

5. Content posted by third parties

Other businesses such as suppliers, licensors or other third parties may post content on this site. VIANZA is not responsible for verifying the accuracy, authenticity or completeness of the information they may have posted. VIANZA does not assume any liability for any content posted by such third parties. You must review them and their postings to determine suitability for your own use.

6. VIANZA Proprietary Rights

The Site, including all of its contents, such as text, images, audio, video and the HTML used to generate the pages, (“Content”), are the property of VIANZA or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, prepare derivative works from, delete, add to, license, post, transmit, or distribute any Content from this Site in whole or in part, for any public or commercial purpose without the specific written permission of VIANZA. VIANZA hereby grants you a limited, personal, non-exclusive, non-transferable license to access the Site, and to use the information and services available on the Site. Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site. You hereby grant, and you represent and warrant that you have the right to grant, to VIANZA an irrevocable, perpetual, transferable, non-exclusive, worldwide, royalty-free license (with rights to sublicense) to use any content you post on the Site for any purpose, subject to the express terms of this Agreement. As between you and VIANZA, (or other company whose marks appear on the Site), VIANZA (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated. In particular, the VIANZA logos and service names are trademarks of VIANZA (the “Vianza Marks”). Without VIANZA’s prior permission, you agree not to display or use Vianza Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Vianza Mark without the prior written consent of VIANZA. Vianza Marks may be registered in the United States and internationally.

7. Links from and to the Site

Express, written consent must be granted by VIANZA for any type of link to the Site. VIANZA reserves the right, at its discretion at any time, to deny any request, or rescind any permission granted, to link to the Site, and to require termination of any such link to the Site. You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by VIANZA in any way and VIANZA is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply VIANZA’s endorsement of or association with the Linked Sites. In no event shall VIANZA be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.

8. VIANZA rights to view and/or modify your account/profile settings

VIANZA reserves the right to access any or all your accounts in order to respond to your requests for technical support. You hereby authorize VIANZA or its assignees or contractors to modify any settings on your behalf if and when you ask us to do so explicitly or implicitly. You also understand that any such changes made by VIANZA or its assignees or contractors are solely on your behalf and you are responsible for such changes to your account.

9. Participation as a buyer, seller or service provider

You may register on this Site as one or more of seller, buyer or service provider. If you choose to do so, you agree to the following additional terms:

• 9.1 You agree to pay the charges based on your usage as and when you receive a statement of the same. In the event of your failure to pay your charges in a timely manner, VIANZA, in its sole discretion, reserves the right to suspend your account and/or require you to provide a deposit from which such charges will be deducted.

• 9.2 VIANZA reserves the right to change the fees assessed for the services and membership at any time.

• 9.3 You may choose to make your payments via any method of payment acceptable to the Site.

• 9.4 You agree that any dispute arising out of any trade on the Site will be resolved by e-arbitration by NetArb.

If you are a registered buyer, the following terms are applicable to you:

• 9.5 You agree to make payments for any order you may place upon the presentation of an invoice.

• 9.6 You agree that VIANZA does not warrant or make any representation about the products being sold by any party on this platform and that you are solely responsible to verify the authenticity of the seller and its products before you engage in any trade relationship with it.

• 9.7 You agree that the risk of loss is borne by you once the goods have been handed over to the carrier.

• 9.8 You agree that any shipment for an order you have placed must be paid for before the shipment will be sent to you.

• 9.9 You understand that you have rights to dispute products if they are substantially different from the description and pictures on the Site and from the sample for the products you have ordered prior to a commercial shipment of the product. You agree that products may not be exactly the same and hence, that alone is not sufficient cause for rejecting any product or raising a dispute. You also agree that you have been advised to purchase samples of the products before you purchase a commercial shipment of the product so as to ascertain the quality of the product. You also agree that you may not raise a dispute for sample product(s) and/or sample order(s).

• 9.10 You agree that you must inspect all shipments within 10 calendar days of receiving delivery of the shipment failing which no disputes on the shipment will be honored.

• 9.11 You agree that you will pay for any customs and/or taxes paid on your behalf for any shipment you have procured through the system to the carrier for clearing your shipment at the port of entry (if applicable) failing which such charges will be levied on you and you will be liable to pay for the same to VIANZA.

• 9.12 You agree that you will pay for any taxes charged by the seller (if applicable).

• 9.13 You agree that for goods imported into the country based on your order, you are responsible to ensure that the goods can be imported into your country legally and you are answerable to the appropriate authorities regarding any goods imported by you.

• 9.14 You agree that you are responsible for any use tax payment based on your purchases through the Site.

If you are a registered seller, the following terms are applicable to you:

• 9.15 You agree that you will post products in your catalog with complete and accurate information enabling the buyer to be able to make a decision and that you will not misrepresent any description by way of description or pictures or otherwise. If you choose to allow anyone to post such information on your behalf, you understand and agree that you are responsible for the accuracy, authenticity and completeness of such information.

• 9.16 You agree that you will negotiate with the buyer in earnest and that you will not misrepresent any details in the quote including, but not limited to, shipping charge estimates in your quote. You also agree that you may not charge more than 110% of the shipping estimate provided by you in the quote and any excess charge will be borne by you beyond that limit. Note that all shipments you send must be insured and the shipping charges you quote (and charge) must include the insurance charges for the shipment.

• 9.17 You agree that you are in a position to commit to an order in its entirety and must ship the products ordered by the “ship by” date agreed on by the buyer.

• 9.18 You understand and agree that if you do not ship by the agreed upon “ship by” date, the buyer may cancel the order without any cancellation charge and you will have to bear any payment processing charges and other costs/fees borne by VIANZA and you agree to reimburse VIANZA for the same.

• 9.19 You agree that any defective products shipped to the buyer may be disputed and you will have to ship the replacement products to the buyer at your cost or you may have to refund the buyer for the defective products at the buyer’s discretion.

• 9.20 You are responsible to collect the taxes from the buyer, if applicable, for filing with the state. You agree that VIANZA is not responsible for collecting such taxes and/or remitting to the state. You agree that you will provide the appropriate tax rate for each order as applicable in order to facilitate computing the total charges estimated for the buyer. You also agree that in the case where the buyer provides a resale certificate and/or tax exemption certificate, you are responsible for collecting the same from the buyer for your own documentation purposes.

• 9.21 You agree that when the buyer raises a dispute, you will negotiate in earnest to resolve the dispute in an amicable manner and that if it cannot be resolved amicably, you will submit to e-arbitration as per VIANZA policies. In any event, you may be required to produce any documentation related to the disputed shipment/order/products and you agree to furnish those in a timely manner.

• 9.22 You agree that the products you list on the Site are not illegal and that they comply with all the policies of the Site.

• 9.23 You agree to pay the catalog publishing charges to VIANZA as per the fees set by VIANZA and the transaction fees for any confirmed order inclusive of cancelled orders due to non-delivery by the “ship by” date.

• 9.24 You agree that you may or may not receive any portion of the advance collected from the buyer (if any) until you have completed at least 5 orders successfully on this platform. You also understand that VIANZA reserves the right to determine your eligibility for receiving any advance for an order.

• 9.25 You agree that any product designed or produced for a specific buyer may not be made available to other buyers in the marketplace and must be marked as such.

10. Disclaimer of Warranties

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VIANZA DOES NOT WARRANT THAT THE SITE OR THE FUNCTION, CONTENT OR SERVICES MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. VIANZA MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

11. Limitation of Liability and Indemnity

TO THE GREATEST EXTENT PERTMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL VIANZA, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF VIANZA OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF VIANZA TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00. You agree to defend, indemnify and hold Vianza, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees, in any way arising from, related to or in connection with your use of the Site, your violation of these Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

12. General Information

You agree that the laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws. You consent to jurisdiction of the state and federal courts of California for enforcement of these Terms. The section titles in the Terms are for convenience only and have no legal or contractual effect. Any claim or cause of action you may have with respect to VIANZA or the Site must be commenced within one (1) year after the claim or cause of action arose. The failure of VIANZA to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You may not assign these Terms or any of your rights or obligations under these Terms without VIANZA’s express written consent. These Terms inure to the benefit of VIANZA’s successors, assigns and licensees. The Terms constitute the entire agreement between you and VIANZA and govern your use of the Site, superseding any prior agreements between you and VIANZA. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site.

© Copyright 2011 by Vianza, Inc. All rights reserved.