ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO VENDORS

IF YOU WISH TO BE REGISTERED AS A VENDOR ON OUR SITE, YOU MUST AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS (WHICH ARE IN ADDITION TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE AGREEMENT, AND WHICH MAY BE AMENDED BY US AT ANY TIME OR FROM TIME TO TIME WITHOUT SPECIFIC NOTICE TO YOU. THE LATEST ADDITIONAL TERMS AND CONDITIONS WILL BE POSTED ON THE SITE (AND APPROPRIATELY DATE-STAMPED), AND YOU SHOULD PERIODICALLY REVIEW ANY AMENDMENTS TO THESE ADDITIONAL TERMS AND CONDITIONS. REGARDLESS OF WHETHER OR NOT YOU REVIEW ANY AMENDED ADDITIONAL TERMS AND CONDITIONS, YOU WILL BE BOUND BY THE MOST RECENT ADDITIONAL TERMS AND CONDITIONS):

• (a) you must comply with the Vendor Registration process contemplated by the Site, including completing the Application for Registration in all respects with truthful, accurate and complete information;
• (b) you must provide us with any additional information which we may request after you have submitted your Application for Registration to us. In particular, we reserve the right to request copies of documentation which confirms your legal existence and/or which discloses all of the owners of a Vendor that is not a publicly traded company. We also reserve the right to request information regarding your Affiliates (with "Affiliate" being defined as any business controlled by the same individual or group of individuals, and with "control" being defined as the holding of shares or any other evidence of ownership that entitle the holder(s) thereof to vote at least 50% of the total votes to be cast by the owners of that business);
• (c) you are responsible for ensuring that any logos, photos and the like that you provide to us after a listing is approved do not infringe the copyright, trademark or other intellectual property rights of any third party;
• (d) you are responsible for ensuring that any representation or other information that you provide to us and that appears in your listing on the Site is accurate (for example, that you are a national account service representative for a particular brand of equipment or that any services, facilities and/or equipment that is referred to in your listing is in fact owned, leased or otherwise controlled by you);
• (e) we reserve the right to refuse the listing of any Vendor on the Site for any reason which we in our sole discretion consider appropriate;
• (f) we reserve the right to limit the number of listings on the Site of a particular Vendor or any of its Affiliates for any reason which we in our sole discretion consider appropriate;
• (g) we reserve the right to impose such conditions on any listing as we in our sole discretion consider appropriate;
• (h) no Vendor is entitled to be listed on the Site unless and until we have accepted in writing an Application for Registration from that Vendor, any conditions that we may have imposed have been accepted in writing by that Vendor, payment in full of any amount that is due and payable to us in respect of that listing (including, without limitation, in respect of the Listing Type) has been made to us, and any additional information that we require from that Vendor (for example, logos and photos) has been provided to us;
• (i) for purposes of the legal relationship between us and you, any reference in the Terms of Use Agreement to "this Agreement" or "the Agreement" shall include these Additional Terms and Conditions. Without limiting the generality of the foregoing, the indemnity that you are already providing to us pursuant to the Terms of Use Agreement extends to any breach of these Additional Terms and Conditions including, in particular, any allegation by any third party that any logo, photo and the like that you provided to us infringes the copyright, trademark or other intellectual property rights of that third party or that any representation or other information that you provided to us and that appears in your listing on the Site is inaccurate;
• (j) you are not entitled to subcontract to any third party the provision of any products and/or services referred to in your listing on the Site unless such subcontracting is a relatively minor component of the total package of products and/or services that you provide, unless the cost of any such subcontracting is flowed through to the customer without markup, and unless you assume total responsibility for the provision of products and/or services by that third party;
• (k) we reserve the right to forward all or any portion of your data to any third party who we believe, acting reasonably, is going to use that data in order to provide you with additional exposure to prospective customers, so long as we obtain agreement from that third party to only use your data for this purpose; and
• (l) continued listing on the Site, once obtained, is not guaranteed. In particular, we reserve the right to, at any time or from time to time, request further information from a Vendor, reduce the number of listings on the Site of a particular Vendor or any of its Affiliates, modify a listing of a particular Vendor or any of its Affiliates to correct false or misleading representations or other information, and/or de-list a particular Vendor and/or any of its Affiliates for any reason which we in our sole discretion consider appropriate including, without limitation (1) complaints received from Users; (2) failure to make any payment that is due and payable to us when same is due and payable; (3) any misrepresentation in the information provided in any Application for Registration by that Vendor or any of its Affiliates, or subsequent thereto; and (4) any breach of any of these Additional Terms and Conditions or of the Terms of Use Agreement by that Vendor or any of its Affiliates. Our only liability to any Vendor and/or any of its Affiliates in any of the circumstances contemplated in this paragraph (l), and the only recourse of any such Vendor and/or any of its Affiliates in these circumstances, is that we refund to that Vendor and/or any of its Affiliates, as the case may be, the pro-rata portion of any prepaid annual registration fee in respect of the listing(s) being terminated, calculated on a per diem basis.