Buyer Registration
The Vested Business Broker Website, www.vestedbb.com ("the Service") is an online information
and business broker service provided by Vested Business Brokers, LTD. ("VBB").
Your use of the Service and VBB website is subject to your compliance with the terms
and conditions set forth herein. It is specifically understood and agreed that by accessing
information from the Service, you, the end user customer ("Customer or You") agree to the terms
and conditions of the VBB (free buyer and premium buyer) registration/ confidentiality agreement
set forth herein. By creating a user name and password, and by entering and accessing
businesses for sale on the Service you specifically acknowledge and agree to the terms and
conditions of this agreement.
Copyright
he entire contents of the VBB website and the Service are copyrighted under the United States copyright laws.The owner of the copyright is VBB.
You may print and download portions of material from different areas of the Service solely for your own non-commercial use.
You can make:
- One (1) machine readable copy
- One (1) backup copy
- One (1) print copy, with portions of material downloaded from different areas of the Service solely for your own non-commercial use.
Any other copying, redistribution, retransmission or publication of any downloaded material, is strictly prohibited without the express, written consent of VBB and any third party information provider of the Service, you agree not to change or delete any proprietary notices from materials downloaded from the Service.
Use of Service
You, the Customer warrants and represents that you are not a direct or indirect competitor of
VBB which includes but is not limited to, to business brokers, real estate agents,
or business intermediaries.
You, the Customer agree that if you are a direct or indirect competitor of VBB as defined herein,
you shall not access or use any portion of the Service nor shall you provide, disclose,
share or transmit any portion of the Service to any direct or indirect competitor of the company
or one of the above. We reserve the right to bar users from the Service and/or restrict and
disable your access to the Service at our discretion.
The use of the Service is for your personal use only in
acquiring a business that the Service is representing for sale.
Private Equity Firm Notice
In the event that you a private equity firm seeking to acquire a company,
you, your firm and all persons associated or employed therein must agree to the terms and
conditions of the Service as contained herein.
Site Users
You understand, acknowledge and agree that VBB and the Service is not providing any legal,
accounting, or business advice whatsoever nor is VBB providing any advice or guidance of any
kind relating to the purchase or sale of any business, the hiring of any service advertiser,
or the purchase of any products or business advertised on the Service.
We strongly recommend that all users consult with a qualified, independent,
third-party professional prior to engaging in any of these activities.
VBB makes no representation about the accuracy, reliability, completeness,
or timeliness of any site material or site content. The use of the Service is at your own risk.
Changes are periodically made to the Service and may be made at any time, without notice.
LIMITATION ON LIABILITY.
NEITHER VBB NOR ANY OF ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SERVANTS REPRESENTATIVES OR ASSIGNS WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THE USE OF THIS SITE OR ANY INFORMATION, PRODUCTS OR SERVICES
CONTAINED HEREIN. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO
ALL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL
AND CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR
DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.
Confidentiality/Non-Disclosure Agreement
You, the Customer, are required to keep any and all information obtained by and through
your use of the Service as well as any information obtained directly from VBB strictly
confidential. You acknowledge that the sharing of any information obtained by or through,
or as a result of your use of the Service, with others could, and likely would,
cause irreparable harm and damage to VBB and the Sellers whose businesses are listed on the Service
(Sellers). You agree that you will be personally responsible for any and all damages incurred by
any party as a result of your failure to abide by the terms and conditions of this
Confidentiality/Non-Disclosure Agreement as set forth herein.
Employees of other industry related franchise or business brokerage firms/real estate
companies/intermediaries or business for sale sites are not permitted to use the Service
under any circumstances. If, for any reason, you do not agree with the terms and conditions of
this Confidentiality/Non-Disclosure Agreement or, you are unwilling or unable to comply with same
then you are not permitted to use our services under any circumstances.
Illegal Usage – Database Reproduction & Information Gathering
Except as expressly set forth herein, the reproduction of any content or material contained on
the Service is strictly prohibited. The unauthorized use of information contained on the
Service or any of VBB's databases is also strictly prohibited. In the event that you or
anyone acting on your behalf, including, but not limited to your agents, servants,
employees and assigns, causes, allows, permits or assists in the unauthorized, use,
dissemination, reproduction or distribution of any content or information contained on the Service,
same shall be deemed to be a violation of the terms and conditions of the
Confidentiality/Non-Disclosure Agreement set forth herein.
Any violation of the terms and conditions contained herein is strictly prohibited and may violate
Federal and State law.
Term; Termination
This Agreement may be terminated by either party without notice at any time for any reason and
you agree that upon such termination, you will no longer be permitted to use the Service.
Free Members
VBB Free members will create a user name and password to our database of business listings for
sale. Free members have access to limited financial information and a description of the
business that the seller provided to VBB. Free member access cannot be assigned, sublicensed,
distributed, shared, viewed, accessed or otherwise transferred to anyone.
All VBB members are not permitted to share their individual VBB confidential username and
password information with others. All members must maintain a valid email, phone number and
VBB password to log on.
The location of the business will not be provided (addresses are for premium members only).
It is understood and agreed that VBB and its agents, servants, employees, representatives,
assigns and brokers do not conduct any due diligence into any business or buyer listed as an
advertiser on the Service and cannot accept any responsibility or liability whatsoever for any
claim, cost, losses, expenses or damages related to your viewing and/or relying upon the truth or
accuracy of the information contained on the Service. You, the Customer accept sole responsibility
to examine and investigate the business, it's assets, liabilities, financial statements, tax returns,
operation, any or all facts which might influence your purchase decisions or price of the business.
Any decision by you to purchase a business shall be based solely upon your own investigation.
VBB strongly suggest that you consult a qualified, independent professional to advise you on
these matters.
Premium Buyer Privileges
A VBB Premium Buyer will create a user name and password and be given access to the Service and
the VBB database of business listings for sale on the Service. A Premium Buyer will have access
to the business financial information, business description provided by the business seller and
instant access to the business name, location and financial information to allow a premium buyer
to drive by the business location and to conduct a first "discrete look" at the business for sale.
It is understood and agreed that during a first "discrete look" you will not have any personal
contact or engage any business owner, customer or employee in any manner other than as a customer
or patron of such business. You also specifically agree that during your first "discrete look" at
the business, you will not disclose your interest in the business or in any way disclose to anyone
that the business is for sale. Premium Buyer privileges are granted by VBB and are for Premium Buyer
registered members only. Premium Buyer privileges are non-transferrable, non-assignable and cannot
be sublicensed, distributed, shared, viewed or accessed by anyone other than the designated Premium
Buyer. You must maintain a valid email, phone number and VBB password in order to access and log
on to the Service. You, the Customer are not permitted to share your individual log on information
with others. In the event that VBB determines in its sole authority and discretion that you are
sharing log in information and passwords, VBB reserves the right to immediately terminate your access
to the Service and consider same a violation of the Confidentiality/Non-Disclosure provisions
contained herein and subject you to all damages and liabilities set forth herein.
Premium Membership Fee and Guidelines
Premium Buyer membership is $9.99 per month, Premium Buyer Plus membership is $99.00 per year,
Customer authorizes a credit card payment as per what subscription they chose.
- Premium Buyer gets ten (10) listing addresses per month for an immediate first "discrete look"
at the business location and is billed monthly.
- Premium Buyer Plus Membership includes twenty (20) listings addresses per month for immediate first
"discrete look" at the business location and is billed annually.
All premium memberships will automatically renew and bill (customer) Premium buyer's credit
card annually or monthly until cancelled by email notice to membership@vestedbb.com
by Premium buyer (customer).
Premium Member Obligation
As part of VBB's Corporate policy, once you have visited a location, it is required that you call,
or e-mail your Vested broker after the discrete drive by or after a meeting arranged by a VBB broker
between you and the seller for feedback. Failure to comply can result in withholding additional
listing locations and information. Vested Business Brokers reserves the right to disable a buyer
from the site for not complying with the foregoing terms and conditions.
Affiliated Business Arrangement and Funding Disclosure
From time to time VBB, its principals, agents, servants, employees, brokers, officers, directors
and/or assigns may recommend a business or entity as a funding source.
VBB is hereby giving you notice that it has a business relationship with various lenders and
business funding sources such as, but not limited to, FundingRequest.com. Because of these
relationships any referrals from VBB may result in a financial or other benefit to VBB and/or its
principals, agents, servants, employees, brokers, officers, directors and/or assigns.
Buyer Profile/e-mail
VBB uses email and cell phone/ text messaging as its primary communication channels.
You, the Customer hereby acknowledge and grant VBB and/or the Service permission to communicate with you, the Customer, via email and/or cell phone/text messaging in furtherance of VBB's purposes hereunder and share your email and phone with any seller or broker on the service. VBB will create a buyer profile for you based on the business
category(ies) that you are searching. You will receive automatic business listings matching
your profile. A buyer profile can be adjusted according to your own objectives.
Your memberships entitle you to receive our newsletter and to receive e-mails on our
business listings and information on buying a business. To unsubscribe to e-mail
communications click on the bottom of any of our e-mails and chose opt-out.
E-Mail Disclaimer
Your membership entitles you to our newsletter and to receive e-mails on our business listings
and information on buying a business. By entering your email address on our website you
specifically consent to receiving such e-mails and newsletters. It is specifically
understood and agreed that should you no longer wish to receive any of the aforesaid
notifications that you have the right to unsubscribe at any time by clicking the link at
the bottom of the page to remove yourself from the list. You understand and agree that
the newsletters and e-mail communications from VBB are not spam. If you do not wish to
receive these emails from VBB, please unsubscribe.
Business Wanted Advertisement
As a Premium Buyer you agree to grant VBB and the Service the right to use
your profile as a marketing tool for business listings.
It is specifically understood and agreed that VBB will not use your name or any personal
confidential information in a business wanted advertisement. VBB agrees that it will keep all
business wanted advertisements anonymous.
Cancellation and Refund:
The VBB Premium Member is a monthly renewing subscription. The VBB Premium Plus Membership
is an annual renewing subscription. Both memberships may be cancelled at anytime by
sending an email to membership@vestedbb.com. If you choose this option your subscription
will terminate the day your e-mail is received. Any subscription amounts paid prior to your
cancellation will not be refunded.
Authorization
You, the Customer hereby authorize VBB to assist you in finding an appropriate business to purchase.
VBB will provide you with information concerning businesses listed for sale on the Service and
access to VBB's confidential database and other potentially valuable information and services.
You understand and agree that you are responsible for doing your own inquiries, investigation and
due diligence.
Agency
You, the Customer understand that VBB is representing the Seller. In exchange for access to the
Service and the information contained therein, you agree that VBB shall serve as the listing broker
with respect to any Business introduced by VBB or through the use of the Service.
Premium Buyer Registration
By creating a Username and Password, and entering and accessing businesses for sale you are agreeing
to the terms and conditions contained herein.
Exclusive Negotiations
In consideration for the services provided by VBB pursuant to this Agreement and for the use of the
Service, you specifically understand, consent and agree to the following:
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Throughout the term of this Agreement and for the four year period commencing immediately
after you cease using the Service, you will not use, or accept the services of any other
broker or intermediary with respect to any business listed on the Service or which was
introduced to you by VBB, its principals, agents, servants, brokers, employees and/or
representatives.
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You will not enter into any negotiations for the purchase of any business listed on the
Service or any businesses which VBB has introduced to you, other than through a
representative of VBB.
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You, the Customer, understand that VBB is representing the Seller and expressly acknowledge
that the agency created by this agreement shall not preclude VBB from acting as an agent for
any Seller or in any way restrict, or otherwise inhibit VBB from providing listing information
or showing any listings to a prospective purchaser.
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THE UNDERSIGNED ("CUSTOMER OR YOU") INTENDS TO BE LEGALLY BOUND HEREBY AND IRREVOCABLY
AGREES NOT TO DIRECTLY OR INDIRECTLY CIRCUMVENT, AVOID, BYPASS OR OBVIATE VBB OR OTHERWISE
INTERFERE OR IMPAIR VBB'S RIGHT TO RECEIVE A COMMISSION IN CONNECTION WITH YOUR PURCHASE OF
ANY BUSINESS WHICH WAS SHOWN, INTRODUCED OR REVEALED TO YOU BY VBB OR THROUGH YOUR USE OF THE
SERVICE. IN THE EVENT THAT SUCH CIRCUMVENTION DOES OCCUR, YOU, THE CUSTOMER, AGREE TO BE
PERSONALY LIABLE FOR ANY AND ALL FEES AND/OR COMMISSIONS DUE TO VBB WHICH SUCH IS AGREED TO BE
TWELVE (12%) PERCENT OF THE ACTUAL PURCHASE PRICE PAID FOR THE BUSINESS.
Buyer Confidentiality/ Non-Circumvention Agreement
In consideration for VBB providing you with access to the Service containing sensitive confidential
information relating to the business which VBB represents or has been retained to offer for sale,
you hereby agree as follows:
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You will not disclose to any third-party (parties other than investors, lenders, or
professional advisors, any of the information provided by VBB or obtained from the use of
the Service pertaining to any business shown, introduced or identified to you by VBB.
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YOU UNDERSTAND AND ACKNOWLEDGE THAT THE OWNERS OF THE BUSINESSES LISTED ON THE SERVICE
("SELLERS") HAVE ENTERED INTO AN AGREEMENT PROVIDING THAT THEY, THE SELLERS, SHALL PAY A
FEE TO VBB AND/OR THE LISTING BROKER IF THE BUSINESS IS SOLD, TRANSFERRED OR ASSIGNED TO A
BUYER INTRODUCED BY VBB, THE LISTING BROKER, OR A COOPERATING BROKER WHETHER ELECTRONICALLY
OR IN PERSON. YOU THEREFORE AGREE NOT PARTICIPATE IN CIRCUMVENTING VBB IN ANY WAY OR
OTHERWISE INTERFERE WITH OR IMPAIR VBB'S RIGHT AND THE RIGHT OF THE LISTING BROKER AND/OR
ANY COOPERATING BROKER TO RECEIVE A COMMISSION FOR ANY SUCH TRANSACTION. YOU SHALL CONDUCT
ANY AND ALL INQUIRIES INTO AND DISCUSSIONS ABOUT THE BUSINESS SOLELY THROUGH VBB AND SHALL NOT
DIRECTLY CONTACT THE SELLER OR THE SELLER'S REPRESENTATIVES. SHOULD YOU, YOUR SPOUSE, YOUR FRIEND,
OR OTHER FAMILY MEMBER OR BUSINESS PARTNER PURCHASE ALL OR A PART OF THE ASSETS OF ANY BUSINESS
SHOWN, OR INTRODUCED TO YOU BY VBB OR THROUGH YOUR USE OF THE SERVICE, OR SHOULD YOU ACQUIRE ANY
INTEREST IN OR BECOME AFFILIATED IN ANY CAPACITY WITH A BUSINESS SHOWN OR INTRODUCED TO YOU BY VBB,
ITS AGENTS, SERVANTS, EMPLOYEES, BROKERS OR ASSIGNS, WITHOUT VBB'S PARTICIPATION, OR IN ANY WAY
INTERFERE WITH VBB AND/OR ITS BROKER'S RIGHT TO A FEE, YOU AGREE THAT YOU SHALL BECOME PERSONALLY
LIABLE TO VBB, THE LISTING BROKER AND/OR THE COOPERATING BROKER FOR THE FULL AMOUNT OF SUCH FEE AND
ANY OTHER DAMAGES INCLUDING COSTS AND REASONABLE ATTORNEY FEES. IN ADDITION, YOU AGREE NOT TO
CLOSE ON ANY BUSINESS UNLESS A REPRESENTATIVE OF VBB IS PRESENT AND HAS BEEN PAID BY THE SELLER OF
THAT BUSINESS.
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You will not contact or attempt to contact any of the principles, employees, suppliers,
creditors, customers or competitors of such business except through and with permission of
VBB. Any offers or proposals to purchase any such business or business opportunity will be
made and presented to Sellers only by and through VBB. You will only speak to a Seller when the Seller calls or emails you.
Buyer Responsibility
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You, the Customer understand that the fee payable to VBB pursuant to its business listing
agreement (the "broker's commission") is paid by the seller unless you breach any of the
terms and conditions of this agreement in which event you agree to pay VBB the full
commission of twelve (12%) percent of the selling price of the business.
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The Brokers have received information about the business from the Seller which may include,
but is not limited to, tax returns, financial statements, equipment lists, and facility
information. Based on information provided by the Seller, brokers often prepare a summary
description of the business which may include a cash flow projection, an adjusted income
statement or seller discretionary cash flow statement. You understand that the broker does not
audit or verify any information or provide any warranty or representation as to its accuracy or
completeness, nor in any way guarantee future business performance. You accept sole responsibility
to examine and investigate the business, its assets, liabilities, financial statements, tax returns
and any other facts which might influence your purchase decision or the price that you are willing
to pay. Any decision by you to purchase the business shall be based solely on your own investigation
and that of your legal, tax and other advisors and not that of VBB and/or the broker.
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You agree to notify VBB prior to any closing date and will not close on any business
introduced, shown or provided to you by VBB or through your use of the Service without
VBB receiving its agreed upon commission which is due and payable in full at closing.
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YOU, THE CUSTOMER PERSONALLY GUARANTEE THE PERFORMANCE AND CONFIDENTIALITY OF
THIS AGREEMENT.
Representation
We understand that VBB is representing the Seller as marketing agents and acts solely on their
behalf. For the purpose of representation, VBB shall arrange a meeting between you,
The Customer (buyer(s)) and Seller(s), at which time the Seller(s) will represent and confirm all
information, facts and figures directly to the buyer(s). Buyer(s) further understand that VBB
requires the buyer to personally verify all information, facts and figures presented by the Seller
and that buyer(s) rely only upon their own verification and that of their own legal, tax and
financial advisors for professional assistance.
Leasing
In the event that you do not purchase any of the businesses listed herein from the business owner,
but instead lease the business from the landlord or any other person who controls the location, or
otherwise assumes the management, operation and/or control of the Business or becomes involved in
the daily operation or affairs of the Business then VBB shall be entitled to a leasing commission –
of Fifteen Thousand Dollars ($15,000) or 12% (twelve percent) of the actual price paid by the buyer,
whichever is greater.
Hold Harmless
We agree to hold VBB, its principals, officers, directors, brokers, agents, servants employees and
assigns harmless from any misrepresentations made by the Seller.
No Co-Brokerage Clause
You specifically represent, warrant, covenant and agree that you are seeking to purchase a
business for yourself and that you are not a business broker, a real estate broker or other
business agent or intermediary. You understand that the confidential information to which you
are requesting access through your use of the Service is for your own personal and
non-commercial use. Any breach of the terms and conditions set forth herein can and will result
in damages to both VBB and the Seller.
HTML and Software
The entire HTML and other code along with all the software and programming (collectively
"software") is owned by VBB and is protected by copyright laws and intellectual property laws,
including international treaty provisions. Any unauthorized access is strictly prohibited, any
unauthorized reproduction, distribution, publication or other use of software is expressly
prohibited and will be enforced and prosecuted to the fullest extent of the law and may result
in severe civil and/or criminal penalties.
Broker/Agent/Intermediary
(Applicable only to brokers, real estate agents, business broker intermediaries) You hereby
personally guarantee that in the event that you register as a buyer and receive confidential
information regarding VBB listings as a result of your use of the Service, you will be personally
responsible to pay VBB a fee in the amount of five thousand dollars ($5,000.00) per business address
requested and released electronically to you. It is understood that the foregoing is a fee that VBB
charges for the listing and I understand that I am personally liable for these fees.
Warranty Disclaimer
VBB cannot and does not guarantee or warrant that the files available for downloading through the
service will be free of infection, viruses, worms, Trojan horses or other code that manifest
contaminating or destructive properties. You are responsible for implementing sufficient
procedures and checkpoints to satisfy your particular requirements for accuracy of data input,
output and for maintaining of the service for the reconstruction of lost data. You assume total
responsibility and risk for your use of the service and the internet. VBB does not make any
expressed or implied warranties, the business listings and services are provided without warranty
of any kind. VBB, it's principals, brokers, agents and employees make no promises, representation
or warranties, either expressed or implied, statutory or otherwise, with respect to the listing or
service, including accuracy of financial details, operation details, conformity to any
representation or description, or the existence of any latent defects. VBB and the Service
specifically disclaim all implied warranties of merchantability non-infringement and fitness for a
particular purpose and under the law of the United States of America. The implied conditions of
satisfactory quality and acceptance, as well as any local jurisdictional analogues to the above and
other implied or statutory warranties.
Indemnification
You agree to indemnify and hold harmless VBB, its principals, officers, directors, brokers,
agents, employees and assigns, harmless from any and all claims, demands, to include reasonable
attorneys fees made by any third party due to your breach of this agreement or the information
you will be privy to by formal/informal association or the material/content it incorporates by
reference, or your violation of any law, regulation, order or other legal mandate, or the
rights of any third party.
Injunctive Relief
You acknowledge and agree that any violation or breach of these terms and conditions of use may
cause VBB immediate and irreparable harm and damages. Consequently, notwithstanding any other
provision of these terms and conditions of use or other applicable legal requirements, we have
the right to and may, in our sole and absolute discretion, immediately obtain preliminary
injunctive relief (including, without limitation, the issuance of temporary restraining orders)
and seek permanent injunctive relief regarding any violation or breach of these terms and
conditions of use. In addition to any and all other remedies available to us in law or in equity,
we may seek specific performance of any term in these terms and conditions of use including, but
not limited to, a preliminary or permanent injunction.
Email Disclaimer
Unless otherwise agreed to in writing, any message or content sent to VBB may be subject to
reproduction, publication and review by others without notice. Nothing contained in an e-mail
communications from VBB or information obtained on the Service or through any broker affiliated
with VBB shall constitute professional advice. You are not entitled to rely on any statement,
opinion or information contained therein or attached thereto. You are solely responsible for
your use of any such products, goods, and services or content. You should conduct your own
independent research before taking action, or hire a third-party to advise you with regard to
same. You agree to hold harmless and indemnify sender regarding any damage or loss associated
with your use of the Service or the information contained in any e-mail communications received
from VBB, its agents, servants, brokers, employees and assigns. In many cases the sender of
this email receives a financial benefit when you take action or make a purchasing decision in
respect to any information or content referenced in any such e-mail communications.
You have signed up for free updates. If you no longer wish to receive notifications, please
use the link at the bottom of VBB's emails to remove yourself from this free newsletter.
However, this is NOT recommended. By staying a member you will keep receiving daily reminders
about VBB's new listings, blueprints and shortcuts - you will MISS OUT if you leave! If you
have any particular concerns, questions or suggestions, feel free to reply to www.vestedbb.com
and a staff member will get back to you within 2 business days.
Arbitration:
This agreement shall be construed under and governed by the laws of the State of New York.
The Venue for any action instituted to enforce any of the terms of this agreement shall be in the
\State of New York. Any action or dispute between you, the Customer and VBB, including
issues of arbitrability, shall, at the option of either party, be determined by arbitration
administered by Arbitration Services, Inc. under its Commercial Arbitration Rules.
(See www.arbitr8ors.com for a complete set of the Commercial Arbitration Rules and Rules of
Proceedure). A judgment on the arbitration award may be entered into any court of competent
jurisdiction.
The terms of this agreement have been accepted by you and signed electronically, on the
registration page of the Service – see our website (www.vestedbb.com). By using your
username and password to access our confidential information, you have agreed to the
terms of use of the Service and the terms and conditions of this agreement.
