These General Vendor Terms govern the participation of vendors, service providers, technology companies, consultants, advertisers, and other businesses that maintain profiles or obtain services through the BHPH Success marketplace.
These General Vendor Terms, together with the BHPH Success Terms of Use, Profile Guidelines, Community Guidelines, Content and Brand Usage Policy, Privacy Policy, Cookie Policy, applicable Data Transfer Addendum, Data Processing Addendum, service order, insertion order, subscription agreement, or other applicable written agreement, govern participation by vendors in the BHPH Success marketplace.
For purposes of these General Vendor Terms, "BHPH Success," "we," "us," and "our" refer to [INSERT LEGAL OPERATING ENTITY]. "Vendor" and "you" refer to the company, service provider, software provider, consultant, advertiser, or other business participating in the marketplace and any person acting on its behalf.
If you access or use Vendor Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these General Vendor Terms.
By registering as a vendor, claiming or managing a vendor profile, purchasing Vendor Services, submitting Vendor Content, receiving leads or dealer inquiries, participating in advertising or promotional programs, or otherwise using vendor-specific features of BHPH Success, you agree to these General Vendor Terms.
If you do not agree to these General Vendor Terms, you must not access, purchase, or use Vendor Services.
BHPH Success may offer free and paid products and services to Vendors, collectively referred to as "Vendor Services."
Vendor Services may include:
Specific Vendor Services may be subject to additional service descriptions, order forms, insertion orders, subscription agreements, pricing terms, or other written terms.
BHPH Success may offer Vendors the ability to claim or maintain a profile without charge.
Free profiles may include limited features, functionality, visibility, content controls, analytics, communication tools, or other capabilities as determined by BHPH Success.
BHPH Success may modify, limit, replace, or discontinue free features at any time, subject to applicable law.
Access to enhanced functionality, advertising, additional visibility, marketplace analytics, leads, promotional features, or other Vendor Services may require payment.
A Vendor's cancellation of a paid service or closure of a vendor account does not necessarily require BHPH Success to remove an otherwise lawful marketplace profile. A claimed profile may be converted to an unclaimed or free profile where permitted by our policies.
BHPH Success owns and retains all right, title, and interest in and to the Services and all proprietary content created, developed, compiled, generated, or maintained by BHPH Success.
This may include:
No ownership rights are transferred to Vendor except as expressly provided in a written agreement.
Vendor retains ownership of content supplied by Vendor, including its trademarks, logos, product names, descriptions, photographs, screenshots, videos, documents, pricing information, and other materials, collectively "Vendor Content."
By submitting Vendor Content, Vendor grants BHPH Success a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, reproduce, format, resize, publish, distribute, display, promote, advertise, and otherwise use Vendor Content as reasonably necessary to operate, improve, market, and promote the BHPH Success marketplace and Vendor's participation in the marketplace.
This license may include use of Vendor Content in:
Vendor represents that it has all rights necessary to provide Vendor Content and grant these rights.
Purchasing Vendor Services does not give Vendor editorial control over independent marketplace content.
Unless expressly stated otherwise in writing, payment for advertising, premium profiles, sponsorships, featured placement, leads, or other Vendor Services does not entitle Vendor to:
BHPH Success may identify sponsored or paid placement where appropriate.
Each party will comply with applicable privacy and data protection laws relating to personal information processed in connection with the Services.
Depending on the nature of the relationship and data exchange, the BHPH Success Data Transfer Addendum, Data Processing Addendum, Privacy Policy, or other applicable privacy terms may apply.
Vendor will implement reasonable administrative, technical, and organizational safeguards appropriate to the nature of personal information it receives through BHPH Success.
Certain Vendor Services may provide Vendor with dealer inquiries, requests for information, requests for demonstrations, requests for quotes, contact information, or other information submitted or generated through marketplace activity.
Vendor may use information received from BHPH Success only for lawful business purposes consistent with the reason for which the information was provided and applicable law.
Unless expressly authorized in writing, receiving a lead, inquiry, or other dealer information does not transfer ownership of the BHPH Success user database, dealer database, behavioral dataset, marketplace database, or underlying marketplace intelligence to Vendor.
Vendor may not:
Vendor agrees to pay all fees applicable to paid Vendor Services according to the applicable order form, insertion order, subscription agreement, invoice, online checkout terms, or other purchasing document.
Unless otherwise stated in writing:
Additional billing, renewal, cancellation, credit, refund, or promotional pricing terms may be provided with the applicable Vendor Service.
Vendor represents and warrants that:
Vendor is solely responsible for determining and maintaining all licenses, registrations, approvals, disclosures, policies, procedures, and legal requirements applicable to Vendor's products, services, and business.
This responsibility includes, where applicable, requirements relating to lending, credit reporting, collections, payments, insurance, warranties, GPS or recovery services, advertising, telecommunications, privacy, data security, legal services, accounting, compliance services, and other regulated activities.
"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential based on the nature of the information and circumstances of disclosure.
Confidential Information does not include information that:
The receiving party will use reasonable care to protect Confidential Information and will use it only as necessary to perform or receive the Services.
Confidential Information may be disclosed to employees, contractors, service providers, professional advisors, or agents who have a legitimate need to know and are subject to appropriate confidentiality obligations.
If disclosure is required by law or legal process, the receiving party may make the required disclosure and, where legally permitted, provide reasonable notice to the disclosing party.
These General Vendor Terms become effective when Vendor first accepts them, registers for Vendor Services, claims a profile, purchases a Vendor Service, or otherwise begins using vendor-specific features.
They remain effective for as long as Vendor uses or receives Vendor Services or has continuing obligations under these terms.
BHPH Success may suspend or terminate Vendor Services where reasonably necessary because of:
Where appropriate, BHPH Success may provide Vendor an opportunity to cure a violation before termination. We are not required to provide a cure period for fraud, security threats, unlawful activity, repeated violations, or conduct requiring immediate action.
Termination of paid Vendor Services does not automatically require removal of public reviews, marketplace history, or otherwise lawful public profile information.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
BHPH SUCCESS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUALITY, AVAILABILITY, AND INTEROPERABILITY.
Vendor acknowledges that marketplace analytics, recommendations, reports, leads, engagement information, rankings, ratings, and other information may involve estimates, third-party information, user-generated content, or analytical judgments.
Vendor is responsible for its own independent evaluation of all information provided through the Services.
Unless expressly guaranteed in a signed written agreement, BHPH Success does not guarantee that Vendor Services will produce any particular:
Marketplace performance may vary based on numerous factors outside BHPH Success's control.
To the extent permitted by applicable law, Vendor agrees to defend, indemnify, and hold harmless BHPH Success and its owners, affiliates, officers, directors, employees, agents, licensors, and service providers from third-party claims, liabilities, damages, losses, fines, penalties, costs, and reasonable attorneys' fees arising out of or relating to:
BHPH Success may assume control of the defense of any matter subject to indemnification, and Vendor agrees to reasonably cooperate.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE VENDOR SERVICES.
This includes damages for lost profits, lost revenue, lost opportunities, loss of goodwill, business interruption, or loss of data, even if the possibility of such damages was known.
Except for payment obligations, indemnification obligations, fraud, willful misconduct, or liabilities that cannot lawfully be limited, BHPH Success's aggregate liability arising out of or relating to a paid Vendor Service will not exceed the fees paid by Vendor to BHPH Success for the applicable Vendor Service during the 12 months preceding the event giving rise to the claim.
For free Vendor Services, BHPH Success's aggregate liability will not exceed [INSERT FREE SERVICE LIABILITY CAP], to the extent permitted by applicable law.
Vendor's use of the marketplace may also be governed by other BHPH Success policies and agreements, including:
If there is a conflict between these General Vendor Terms and a more specific written agreement governing a particular Vendor Service, the more specific agreement will control with respect to that Vendor Service.
Vendor may not assign or transfer these General Vendor Terms or Vendor Services without BHPH Success's prior written consent, except as expressly permitted in an applicable written agreement.
BHPH Success may assign or transfer these General Vendor Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or similar transaction.
Before initiating formal legal proceedings, the parties agree to make reasonable efforts to resolve disputes informally through good-faith business discussions.
A dispute notice should identify:
Legal review required: Final arbitration provisions, class action waivers, jury trial waivers, venue requirements, claim limitations, and dispute procedures should be reviewed and approved by counsel based on the BHPH Success operating entity and governing state.
Dispute notices should be sent to [INSERT LEGAL EMAIL ADDRESS].
These General Vendor Terms will be governed by the laws of the State of [INSERT GOVERNING STATE], without regard to conflict-of-law principles.
Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, power failures, internet outages, government actions, war, terrorism, labor disputes, cyber incidents, or similar events.
Nothing in these General Vendor Terms creates a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between Vendor and BHPH Success.
If any provision is determined to be invalid or unenforceable, that provision will be limited or modified to the minimum extent necessary and the remaining provisions will remain effective.
A party's failure to enforce any provision does not waive its right to enforce that provision or another provision later.
These General Vendor Terms do not create rights in any third party unless expressly stated otherwise.
These General Vendor Terms, together with incorporated policies and any applicable service-specific written agreements, constitute the agreement between Vendor and BHPH Success concerning Vendor Services.
Provisions that by their nature should survive termination will survive, including provisions relating to ownership, Vendor Content licenses, confidentiality, payment, data use, warranty disclaimers, indemnification, limitation of liability, dispute resolution, and general legal obligations.
BHPH Success may update these General Vendor Terms from time to time to reflect changes to Vendor Services, marketplace functionality, business practices, applicable law, or legal requirements.
The "Last Updated" date at the top of this page will identify the most recent revision.
Where required by law or an applicable contract, BHPH Success may provide additional notice of material changes.
Continued use of Vendor Services after updated terms become effective constitutes acceptance of the updated terms to the extent permitted by law.
Questions regarding these General Vendor Terms may be directed to:
BHPH Success
Legal Entity: [INSERT LEGAL OPERATING ENTITY]
Legal Email: [INSERT LEGAL EMAIL ADDRESS]
Mailing Address: [INSERT BUSINESS MAILING ADDRESS]
