By visiting and/or using the Online Platform and/or any of ("Vendful, Inc.") Vendful's Services, you signify that you have read, understand and agree to be bound by these Terms of Service ("Terms of Service" or "Agreement"). Please read these Terms of Service carefully; they contain important information about your legal rights and remedies. We reserve the right to modify these terms or any additional terms that apply to our Services, reflect changes in the law, or reflect changes to our Services. It is your responsibility to review the terms regularly. Vendful will post notice of modifications to these terms on this page.
CONTACT INFO: (email@example.com), LAST UPDATED: May 14, 2018
Vendful hereby grants you permission to use the Online Platform and the Service as set forth in these Terms of Service, provided that; (i) you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes and your use of the Service is permitted solely for your personal, noncommercial use or have explicit permission to use for commercial purposes; (ii) you will not copy, reproduce or distribute any part of the Online Platform or the Service in any medium without Vendful's prior written authorization; (iii) you will not take and or use any screenshots of any part of the Online Platform for any purpose without prior written authorization; (iv) you will not alter or modify any part of the Online Platform or the Service other than as may be reasonably necessary to use the Online Platform or the Service for its intended purpose; (v) you will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Online Platform or the Services;(vi) you will otherwise comply with the terms and conditions of these Terms of Service.
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Online Platform. Notwithstanding the foregoing, Vendful grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Vendful reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including profile names, from the Online Platform, nor to use the communication systems provided by the Online Platform for any commercial solicitation purposes. You agree not to upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any form of solicitation. You agree not to solicit, for commercial purposes, any users of the Online Platform or the Service with respect to their User Submissions.
Service: Technology provider, connecting Members aiming to enter into Membership Agreements for onsite offerings via their online platform.
Vendor: Member who lists an offering on Vendful's Online Platform and enters into an agreement to "Host Company" to offer products/services at "Host Company's" office location.
Host Company: Member who enters into an agreement with "Vendor" to have "Vendor" offer their products/services at "Host Company's" office location.
Members: "Vendors" or "Host Companies".
Membership Agreements: Agreements made between Members connected through Vendful's Online Platform.
Vendful: Online platform that enables companies to browse goods/services and schedule those vendors to set up a popup shop at their company's office.
Online Platform: Website (vendful.com) and smartphone application.
Offer: Posting an offering by the "Vendor" on Vendful's Online Platform for reservation by a "Host Company"
Profile: A summary of a "Member's" personal details related to their account.
User Submissions: Listings, offers, profiles, or any other content written and published by Members.
Reservation: When an offer has been confirmed and scheduled between a Host Company and Vendor.
Service Fees: 20% commission on the total amount a Vendor charges a Host for each event, with a minimum commission of $100.
Vendful is a third party web based service that connects companies who need products/services, the "Host Companies" with companies who have products/services to offer, the "Vendors." Vendful provides its Members with access to an Online Platform that allows them to connect with each other.
Members must register on one of Vendful's Online Platforms. Members have a Profile as a Host Company, a Vendor, or both a Host Company and a Vendor allowing them access to different information. Host Companies can search for available offers posted by Vendors. Vendors can post offers that they have available. Anything published on Vendful's Online Platform from a Member is called a User Submission.
Members enter into Member Agreements with each other once they are connected and confirm a Reservation. Membership Agreements are made on the terms of the Members involved. Vendful is not a party to these agreements. Members represent and warrant that they will abide by their agreements.
Now that you know who we are, here is some information on who we are not. Vendful is not a Host Company or a Vendor and thus Vendful is not a party to Member Agreements. Vendful simply connects its members with other members.
VENDFUL IS NOT AN INSURER, A REAL ESTATE PROFESSIONAL, A BROKER, OR A RETAIL AUTHORITY. Vendful is in the business of technology. Vendful's technology helps Members connect with other Members on an easy to use online platform.
In order to access some features of the Online Platform or Service, such as Member Profiles and User Submissions, you will have to create a Profile. MEMBERS RELY ON THE INFORMATION FROM VENDFUL'S ONLINE PLATFORM AT THEIR OWN RISK. VENDFUL DOES NOT VERIFY THIS INFORMATION.
You may never use another's Profile without permission. When creating your Profile, you must provide true, accurate and complete information. You agree not to use the Online Platform or the Service to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity. You are solely responsible for the activity that occurs on your profile, and you must keep your Profile password secure. You must notify Vendful immediately of any breach of security or unauthorized use of your Profile. Although Vendful will not be liable for your losses caused by any unauthorized use of your Profile, you may be liable to others as well as us if your Profile is used in violation of these Terms of Service. Vendful reserves the right to use any information in your Profile for internal, publicity, and/or marketing purposes.
Members authorize Vendful to make the information they provide available to other members on Vendful's online platform. Members acknowledge that other Members rely on the truth and accuracy of this information. Members acknowledge that Vendful may take down any members Profile or refuse any individual membership to their service.
Vendful's Online Platform supports the submission by Members and other users of content, which may include videos, text, graphics, pictures, photos, or other communications (collectively, "User Submissions"), and also supports the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Vendful does not guarantee any confidentiality with respect to any submissions.
Members shall be solely responsible for their own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Vendful to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Online Platform and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name and likeness of each and every such identifiable individual person included in a User Submission in order to enable inclusion and use of the User Submissions in the manner contemplated by the Online Platform and these Terms of Service. For clarity, you retain your ownership rights in your User Submissions. However, by submitting the User Submissions to Vendful, you hereby grant Vendful a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Vendful Online Platform and Vendful's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Vendful's Online Platform (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Vendful Online Platform a non-exclusive license to access your User Submissions through the Online Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Online Platform and pursuant to these Terms of Service.
In connection with User Submissions, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Vendful all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Vendful or any third-party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or harm minors in any way or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. Vendful does not endorse any User Submissions or any opinion, recommendation, or advice expressed therein, and Vendful expressly disclaims any and all liability in connection with User Submissions. Vendful does not permit copyright infringing activities and infringement of intellectual property rights on its Online Platform or Service, and Vendful will remove all content and User Submissions if properly notified that such content or User Submission infringes another's intellectual property rights. Vendful reserves the right to remove content and User Submissions without prior notice. Vendful also reserves the right to terminate a User's access to its Online Platform and Service if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Online Platform and/or the Service more than twice. Vendful also reserves the right to decide whether content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Vendful may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion. If you are a copyright owner or an agent thereof and believe that any User Submitted Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by emailing us at Legal@vendful.com
You understand that when using the Online Platform and/or the Service, you will be exposed to User Submissions from a variety of sources, and that Vendful is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vendful with respect thereto, and agree to indemnify and hold Vendful, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
Vendful does not own or operate the businesses and services that are offered by Vendors on their Online Platform. VENDFUL HAS NO CONTROL OVER THE LEGALITY OR CONDITION OF THE PRODUCTS OR SERVICES THAT ITS VENDORS OFFER.
Vendors agree to accurately and truthfully provide information with regard to the products/services they offer. Vendors acknowledge that Host Companies rely on this information. Host Companies acknowledge that they rely on this information at their own risk. VENDFUL DOES NOT PURPORT TO VERIFY THIS INFORMATION.
Vendors are responsible for the products and/or services that they offer. VENDFUL IS NOT LIABLE FOR ANY THIRD PARTY CONTRACTS THAT VENDORS MAY HAVE. IT IS UP TO THE VENDOR TO ABIDE BY LAWS OF CONTRACT WITH THIRD PARTIES AND ENSURE THAT THEY HAVE THE PROPER AUTHORITY TO OFFER THEIR PRODUCTS AND/OR SERVICES. VENDORS WARRANT THAT THEY ARE ABIDING BY ALL OTHER APPLICABLE LAWS, INCLUDING TAX LAWS. Vendors agree that they will not offer any products and/or services that they do not have permission to offer or offer any product and/or service that is subject to a third party agreement whose terms the Vendor has not met.
It is the Host Company's responsibility to maintain proper insurance. Vendful has no responsibility for theft or damage in relation to Host Company's property. Members agree to hold Vendful harmless for any damage that may occur to their property. It is up to the Vendor to keep proper tax records.
Host Companies warrant that the information they provide is true and accurate. Vendors warrant that they rely on this information at their own risk. VENDFUL DOES NOT PURPORT TO VERIFY THIS INFORMATION.
Vendors are liable for any damage that they are responsible for on or relating to a Host Company's property. NEITHER VENDORS NOR HOST COMPANIES MAY NOT ASSIGN OR OTHERWISE TRANSFER THEIR RIGHTS UNDER A MEMBERSHIP AGREEMENT TO ANOTHER INDIVIDUAL.
Vendors agree that they will not use Host Company's office for any other purpose than its intended purpose. Vendful has no responsibility for theft, or damage in relation to Host Company's belongings. Members agree to hold Vendful harmless for any theft or damage that may occur to their property. Host Companies represent and warrant that they have adequate insurance. Vendful is an Agent Vendful is not a party to your agreement. In consideration for providing their Service to its Members, Vendful collects a 20% commission (the "Service Fee") on the total amount a Vendor charges a Host for each event, with a minimum commission of $100. Taxes Vendful accepts no responsibility for tax liabilities. It is up to Members to keep track of their tax liabilities, submit the required tax forms, and remain responsible for their taxes. Vendful does not offer tax advice.
In the event a Vendor fails to completely or partially perform the services agreed under a Membership Agreement, the Host Company shall be entitled to request complete or partial refund of the fees paid for Vendor services pursuant to the Membership Agreement. All claims for refund and subsequent disputes related to claims for refund between a Host Company and a Vendor, if any, shall be handled by Vendful and shall be subject to Vendful's refund policy
Parties expressly agree not to facilitate payments for services provided under Membership Agreements secured through Vendful outside of Vendul's platform. Any breach of this obligation may result in suspension or removal of the breaching party's account with Vendful
For avoidance of any doubt Vendful is not in a possession of a liquor license. If any of the businesses or services provided by a Vendor under a membership Agreement with a Host Company requires possession of such a license, it shall be the sole obligation of the Vendor to obtain a liquor license and any such other licenses and permits as may be required by the applicable statues and regulations
Vendors represent and warrant that they are properly licensed and have obtained all required and applicable permits and licenses from all applicable state and governmental agencies in the relevant jurisdictions to operate their business and provide their services under the Membership Agreements.
Vendors represent and warrant that they are in possession of any and all types of insurance converge they are required to have under the applicable laws and regulations necessary to provide coverage for any and all claims or incidents resulting from or that may result from the performance of their business and services under the Membership Agreements.
Vendors represent and warrant that they will operate their business and provide their services to the Host Companies professionally and shall obey all local, state, and federal laws related to the matters set forth herein and will be solely responsible for any violations of such local laws
The content on Vendful's Online Platform and the Service, except all User Submissions, including without limitation, the text, software, scripts, graphics, pictures, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Vendful, Inc. subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Online Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Vendful reserves all rights not expressly granted in and to the Online Platform and the content. You agree to not engage in the use, copying, or distribution of any of the content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third-parties obtained through the Online Platform for any commercial purposes. If you download or print a copy of the content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Online Platform or features that prevent or restrict use of copying of any Content or enforce limitations on use of the Online Platform or Service or the Content therein
These terms represent the entire agreement between Vendful and its Members. No other agreement, statement, or promise made on or before the effective date of this agreement will be binding on the parties.
Members may not assign or transfer any rights under this agreement, or delegate the performance of any duties hereunder.
This Agreement will be governed by the laws of the State of California without giving effect to any choice of law rules or principles that may result in the application of the laws of any jurisdiction other than California.
ARBITRATION. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this contract, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Any controversy shall be arbitrated in San Francisco, California. Information may be obtained, and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, NY 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org. This agreement shall be interpreted under the Federal Arbitration Act.
Parties reserve the right to seek remedies in small claims court for disputes or claims within that court's jurisdiction, unless such action is transferred, removed or appealed to a different court
Any waiver by Vendful of a breach or violation of any provision of this agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.
IN NO EVENT SHALL VENDFUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR VENDFUL ONLINE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTIONS OR CESSATION OF TRANSMISSION TO OR FROM OUR ONLINE PLATFORM, (V), ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR ONLINE PLATFORM BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VENDFUL ONLINE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree to defend, indemnify and hold harmless Vendful, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Vendful Online Platform and Services; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Vendful Online Platform.
Vendful provides services with a commercially reasonable level of skill and care. However, there are limitations to the services. Other that expressly outline in the terms Vendful does not make any specific promises about the services. Vendful makes no warranties such as implied warranty of merchantability, fitness for a particular purpose or otherwise. YOU CHOOSE TO USE VENDFUL'S ONLINE PLATFORM AT YOUR OWN RISK.
YOU SPECIFICALLY ACKNOWLEDGE THAT VENDFUL SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
CONTACT INFO: (firstname.lastname@example.org) LAST UPDATED: May 14, 2018