THESE TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND VENDORFUL, INC. (“COMPANY”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL APP.VENDORFUL.AI AS WELL AS ALL ASSOCIATED SITES LINKED TO APP.VENDORFUL.AI BY COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
Changes.
Company may make changes to the content and services offered on the Site at any time. Company can change, update, or add or remove provisions of these Terms at any time by posting the updated Terms on this Site. By using this Site after Company has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.
General Use.
You represent that you are at least 18 years of age or the legal age of majority in your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (which you have all necessary rights, permission(s), prior express consent, or authority to provide) when submitting information through the Site. If you access the Site on behalf of any organization, your organization shall be bound to these Terms and be liable for any breach by you, and you represent that you have all rights, power, and authority to agree to these Terms on behalf of your organization.
Company provides content through the Site that is copyrighted and/or trademarked work of Company or Company’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include text, documents, logos, graphics, video, images, software and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, Company hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your internal use. Except for the foregoing license, you have no other rights in the Site or any Materials.
When using the Site, you shall not directly or indirectly: (a) use the Site to create any service, software or documentation that performs substantially the same functionality as the Site or otherwise competes with or causes harm to Company’s products, services, or other business operations; (b) disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Site or any of its webpages, Site, or features; (c) encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Site in any service bureau arrangement or otherwise for the benefit of any third party; (d) adapt, combine, create derivative works of, or otherwise modify the Site; (e) disable, circumvent, or otherwise avoid or undermine any security or authentication device, mechanism, protocol, or procedure implemented in the Site; (f) misrepresent your affiliation with or impersonate any person or entity; (g) use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose; (h) remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation; (i) use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site; (j) engage in any “data mining,” “deep-link,” “page-scrape,” or use “bots,” “spiders,” or similar data gathering and extraction tools or methods in connection with the Site; or (k) probe, scan, or test the vulnerability of the Site or any systems or network infrastructure connected with the Site, including without limitation by stress testing or penetration testing.
In addition, you are responsible for compliance with all applicable laws, rules, and regulations, including, but not limited to, all laws and regulations governing unfair competition, commercial electronic mail (email) and messages, advertising, privacy, and information security with respect to your use of the Site.
If you breach any of these Terms, the above license will terminate automatically.
Registration.
In order to use the Site, you must register with Company for an account. You are responsible for maintaining the confidentiality of your login and password (“Access Credentials”), and you are responsible for all activities that occur using your Access Credentials. You agree not to share your Access Credentials, let others access or use your Access Credentials or do anything else that might jeopardize the security of your Access Credentials. You agree to promptly notify Company if your Access Credentials are lost, stolen, if you are aware of any unauthorized use of your Access Credentials on the Site or if you know of any other breach of security in relation to the Site.
All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date.
Fees.
Company makes certain functionality on the Site available to you on an unpaid or free basis (“Free Services”). Other functionality on the Site requires that you purchase a subscription (“Paid Services”).
If you purchase Paid Services, you agree to pay the fees and charges set forth on the order form displayed to you (“Order Form”).
All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes associated with your order, except such Taxes imposed on or measured by Company’s net income.
Your payment obligations are non-cancelable and non-refundable.
If you do not pay on time or if Company cannot charge your payment method for any reason, Company reserves the right to either suspend or terminate your access to the Site and your account and terminate these Terms.
Subscriptions, Auto-Renewals, Cancellations, and Terminations.
If you use Free Services, with respect to such Free Services, either party may terminate these Terms for any reason or for no reason upon written notice to the other party.
If you purchase Paid Services, these Terms continue for the duration of the subscription period set forth in your Order Form, except that either party may terminate these Terms (including any and all Order Forms) upon written notice to the other party in the event the other party commits a material breach of these Terms and fails to remedy such material breach within 30 days of written notice of such material breach.
If you purchase Paid Services, your subscription (and these Terms) shall automatically renew for additional periods equal to the subscription period set forth in your Order Form unless, prior to the expiration of your then-current subscription period, (i) you give Company written notice that you do not want to renew by sending Company an email at support@vendorful.ai or (ii) Company gives you notice through the Site interface or other written notice that Company does not want to renew.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) COMPANY (OR ITS THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU PERIODICALLY, AT THE FREQUENCY DISPLAYED TO YOU WHEN YOU PURCHASE PAID SERVICES, FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR COMPANY TERMINATES YOUR SUBSCRIPTION IN ACCORDANCE WITH THESE TERMS.
Modifications to Subscription and Subscription Fees.
Company reserves the right at any time and from time to time to change, modify, add, remove, suspend, cancel, or discontinue any aspect of its subscriptions and its subscription fees in the Company’s sole discretion. If the subscription you subscribed to is materially altered, or if Company modifies the applicable subscription fees, Company will give you advance notice, and you will have the opportunity to cancel your subscription in the manner described above if you do not agree to the changes. If you do not cancel in the manner described above, your subscription will continue, and you will be deemed to have accepted the changes.
Survival.
Upon any termination of these Terms, your account terminates, and you must cease any further use of the Site.
The termination or expiration of these Terms for any reason shall not affect a party’s rights or obligations that expressly or by their nature continue and survive (including, the provisions concerning ownership, license to use Feedback, representations made by you, warranty disclaimers, indemnities, and limitation of liability).
Electronic Communications and Signatures.
Company may send emails or other electronic messages to you concerning your use of the Site, including, without limitation, by providing alerts or notifications within the Site. You consent to receive such electronic communications, and you agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.
Privacy Policy.
Please review Company’s Privacy Policy (“Privacy Policy”) which explains how Company uses information that you submit to Company.
Links to Third-Party Offerings.
This Site may be linked to other web sites, products or services offered by third parties (collectively, “Third-Party Offerings”). Certain areas of the Site may allow you to interact with such Third-Party Offerings, share your information on the Site with Third-Party Offerings, or transact on such Third-Party Offerings. In certain situations, you may be transferred to a Third-Party Offering through a link but it may appear that you are still on this Site. In any case, you acknowledge and agree that the Third-Party Offerings may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Offerings is governed by the respective Third-Party Offering privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Offerings. If you install or enable any Third-Party Offering for use with the Site, you acknowledge that Company may allow providers of that Third-Party Offering to access your information and data as required for the interoperation and support of such Third-Party Offering with the Site. Company is providing integrations to the Third-Party Offerings to you as a convenience, and Company does not verify, make any representations or take responsibility for such Third-Party Offerings, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Offerings. YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY OFFERINGS AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.
Submissions.
Certain features of the Site may permit you to upload, post, display, transmit, or otherwise provide certain requested information, content, files, or other materials to the Site (each a “Submission” and collectively “Submissions”). You hereby grant to Company a royalty-free, fully paid-up, worldwide, fully transferable license (including the right to sublicense through multiple tiers) to use, display, copy, perform, reproduce, modify, record, distribute, and create derivative works of Submissions in connection with: (i) Company’s operation of the Site and its features and functionalities; (ii) Company’s development, promotion, and implementation of its products, services, programs, and events; and (iii) Company’s research, development, and other business operations.
In addition, you agree that you will not upload, post, display, or transmit any Submission(s) that: (a) is illegal, defamatory, deceptive, fraudulent, discriminatory, tortious, or otherwise objectionable; (b) infringes, misappropriates, or otherwise violates the personal or proprietary rights of others; (c) contains any virus, malware, worm, Trojan horse, disabling device, or any other harmful or malicious script, code, or tool; (d) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity; (e) constitutes false advertising, false endorsement, or is otherwise false, misleading, or likely to cause consumer confusion; or (f) manipulates data or identifiers in order to misrepresent or disguise the origin of the Submission.
Company may screen, review, edit, moderate, delete, or monitor your Submissions from time to time at its discretion, but has no obligation to do so. In any event, Company is not responsible to you under these Terms for your or any other user’s submissions and shall have no liability or responsibility for the quality, content, accuracy, legality, or effectiveness of your or any other user’s submissions.
Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and related systems and technologies (including, without limitation, information concerning Submissions and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site and for other development, diagnostic and corrective purposes in connection with the Site and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
Indemnification.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any claims, losses, costs, liabilities, damages, and expenses (including reasonable attorneys’ fees) relating to or arising out of (i) your violation of these Terms, (ii) your infringement, misappropriation, or violation of any personal or proprietary rights of a third party, (iii) your violation of applicable laws, rules, or regulations, and/or (iv) your Submissions, including without limitation the quality, content, accuracy, legality, or effectiveness thereof, or any communications, transactions, or results arising therefrom. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.
Proprietary Rights.
Vendorful is a trademark of Company in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company, Copyright © 2022 Vendorful, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Disclaimer of Warranties.
Your use of this Site and/or any information presented to you on this Site is at your own risk. The Materials have not been verified or authenticated in whole or in part by Company, and they may include inaccuracies or typographical or other errors. Company does not warrant the accuracy of timeliness of the Materials contained on this Site. Company has no liability for any errors or omissions in the Materials, whether provided by Company, our licensors or suppliers or other users.
COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability.
COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, DOWNLOADING OR OTHERWISE USING ANY MATERIALS TO OR FROM THIS SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL COMPANY’S LIABILITY TO YOU EXCEED THE GREATER OF $100 AND THE AGGREGATE OF FEES PAID BY YOU TO THE COMPANY TO USE THE SITE UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
THE TERMS IN THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
Local Laws; Export Control.
Company controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.
Feedback.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant Company an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as Company may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Language.
The Parties hereto have expressly required that these Terms and all documents and notices relating thereto be drafted in the English language.
General.
The New York state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in New York County in the State of New York. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Company with respect to your use of the Site and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Company.
Contact Us.
If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at support@vendorful.ai.
