Terms of Use
Updated: November 13, 2025
Vendr Terms of Use
1. VENDR TERMS OF USE
Last updated: November 13, 2025
THIS IS A BINDING CONTRACT; PLEASE READ THESE TERMS OF USE CAREFULLY. YOUR ACCESS AND USE OF THE VENDR.COM WEBSITES (“SITES”), INCLUDING WITHOUT LIMITATION ANY DATA, CONTENT, AND/OR INFORMATION CONTAINED AND/OR TRANSMITTED THEREIN, CONSTITUTES YOUR REPRESENTATION THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND THE VENDR PRIVACY POLICY WHICH IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH VENDR, AND (3) YOU ARE NOT BARRED FROM USING THE SITES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. WE MAY UPDATE THESE TERMS OF USE FROM TIME TO TIME IN OUR SOLE DISCRETION AND YOUR CONTINUED ACCESS TO AND USE OF THE SITES AFTER SUCH UPDATES CONSTITUTES YOUR ACCEPTANCE OF SUCH UPDATES. IF YOU DO NOT AGREE WITH THESE TERMS OF USE OR ANY UPDATES THERETO YOU MUST IMMEDIATELY CEASE ACCESSING AND USING THE SITES AND ALL CONTENT, INFORMATION, DATA, AND FEATURES THEREIN. IF YOU ARE ACCESSING THE SITES ON BEHALF OF AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THESE TERMS OF USE AND TO BIND SUCH ORGANIZATION OR ENTITY TO THESE TERMS OF USE.
SECTION 15 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND VENDR. AMONG OTHER THINGS, SECTION 15 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 (ARBITRATION AGREEMENT) CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 15) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1 Scope of These Terms of Use
These Terms of Use are between Vendr, Inc., a Delaware corporation with offices at 501 Boylston Street, 10th Floor, Boston, MA 02116 (“Vendr”, “us”, “we”, or “our”), which is the owner of the Sites and the individual or entity accessing and using the Sites (“you” or “your”). These Terms of Use go into effect on the first date on which you access the Sites (the “Effective Date”) and apply to the Vendr website located at www.vendr.com and all other Vendr-owned and/or -operated websites, including without limitation areas of these websites requiring user credentials to access as well as any resources and content, including Documents (as defined below), available on or through the Sites, including without limitation, any blogs, community forums, bulletin boards, chat rooms, discussion sites, FAQs, or knowledge centers that Vendr may make available from time to time (collectively, the “Sites”);, where you and other users may upload, download, share, email, post, publish, transmit, or make available (“Make Available”) certain information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (collectively “Content”). Notwithstanding anything to the contrary, you acknowledge and agree that your Content may be available to, without limitation, other users of the Sites, including without limitation Vendr’s clients, Vendr’s prospective clients, and service providers of Vendr’s clients.
Additional Terms. Your use of, and participation in, certain features and functionality of the Sites may be subject to additional terms (“Additional Terms”). Such Additional Terms will either be set forth in the applicable features/functionality of the Sites or will be presented to you for your acceptance when you sign up to use such features/functionality. In the event of a conflict between these Terms of Use and the Additional Terms, the Additional Terms will control with respect to the applicable features/functionality. The “Agreement” shall mean, collectively, these Terms of Use and the Additional Terms.
2 The Sites
Accounts. Certain features or functionality of the Sites may require you to create an account (“Account”), or to use federated authentication. Access to and use of password-protected or secure areas of the Sites are restricted to authorized users with a registered Account only. In registering for an Account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You agree not to share your password(s), Account information, or access to the Sites with any other person or entity. You are responsible for maintaining the confidentiality of password(s) and Account information, and you are responsible for all activities that occur through the use of your password(s) or Account(s) or as a result of your access to the Sites. You agree to inform Vendr immediately of: (a) any use of your password(s) or Account(s) that you did not authorize or that is not authorized by this Agreement; or (b) any breach of security related to your Account or the Sites.
Use of Sites. Subject to your compliance with this Agreement, solely for so long as you are permitted by Vendr to access and use the Sites, and provided that you keep intact all copyright and other proprietary notices, we grant you a limited non-exclusive, non-transferable, non-sublicensable, and revocable right and license to (a) (a) access the Sites, (b) view any Content on the Sites to which we provide you access hereunder, and (c) download and print one (1) copy of materials that Vendr specifically makes available for downloading (such as white papers) (the "Documents") from the Sites solely for internal business purposes, provided that the Documents may not be modified or altered in any way that could reasonably result in deceptive or inaccurate interpretations of the Documents. In no event shall you remove any Marks (defined below) from the Documents when using the Documents outside of the Sites.
3 Content
Representations and Warranties. Vendr does not claim ownership of the Content you Make Available through the Sites (“Your Content”). When you Make Available any Content on or to the Sites, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth below. If you Make Available any Content, including any Personal Data (as defined in our Privacy Policy) relating to other people or entities, you represent and warrant that: (a) you have the authority to do so and to permit us to use the Content in accordance with our Privacy Policy, and these Terms of Use; and (b) the information is true, accurate, and complete. If you subsequently discover the information to not be true, accurate, and complete, you will use best efforts to modify the information such that it is true, accurate, and complete.
License to Your Content. You grant Vendr a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Sites to you and to our other users. Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Sites that is accessible by other users. Furthermore, you acknowledge and agree that Vendr may provide business contact information for you and your personnel, including names and business email addresses to Vendr’s clients and business partners for the purpose of facilitating potential transactions between you and such parties.
Responsibility for Content. You acknowledge that any Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Vendr, are entirely responsible for Your Content, and that other users of the Sites, and not Vendr, are similarly responsible for all Content that they Make Available through the Sites (“User Content”).
Content Provided by Other Users. The Sites may contain User Content provided by other users. Vendr is not responsible for and does not control User Content. Vendr does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.
Storage. Unless expressly agreed to by Vendr in writing elsewhere, Vendr has no obligation to store any of Your Content. Vendr has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Sites.
4 User Conduct and Certain Restrictions.
Community Guidelines. As a condition of use, you agree to comply with our Community Guidelines, which are incorporated into this Agreement by reference. The rights granted to you in this Agreement are subject to your compliance with our Community Guidelines. Any unauthorized use of the Sites terminates the licenses granted by Vendr pursuant to this Agreement.
User Responsibility. You are solely responsible for your interactions with other users of the Sites and any other parties with whom you interact through the Sites; provided, however, that Vendr reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that Vendr will not be responsible for any liability incurred as the result of your interactions with other users.
5 Investigations, Monitoring & No Obligation to Pre-Screen Content
Vendr may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Sites and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Vendr reserves the right to: (a) remove, change, alter, or refuse to post any of Your Content, in whole or in part, for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including without limitation if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Sites or the public, or could create liability for Vendr; (c) disclose your identity or other information about you to any third party who claims that Content posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Sites or if Vendr otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your right to access and use all or part of the Sites for any or no reason, including without limitation, any violation of this Agreement.
If Vendr believes that criminal activity has occurred, Vendr reserves the right to, except to the extent prohibited by Applicable Law, disclose any information or materials on the Sites, including Your Content, in Vendr’s possession in connection with your use of the Sites, to (i) comply with Applicable Laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Vendr, its users or the public, and all enforcement or other government officials, as Vendr in its sole discretion believes to be necessary or appropriate.
6 Proprietary Rights; AI Chat
The Sites; AI Chat. Except with respect to Your Content, you agree that Vendr and its suppliers or licensors own all rights, title and interest in the Sites and the AI Chat. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any aspect of the Sites.
Marks. The trademarks, service marks, logos, domain names and proprietary marks referenced on the Sites are either common-law service marks or trademarks, or registered service marks or trademarks of Vendr (collectively, the “Marks”) and are protected by all applicable laws, rules, regulations, or ordinances (“Applicable Laws”). Other names of actual companies and products mentioned on the Sites may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement, or association with Vendr. No logo, graphic, sound, or image from the Sites may be copied or re-transmitted unless expressly permitted in writing by Vendr. Nothing contained on the Sites should be construed as granting any license or right to use any of Vendr’s Marks or its affiliates’ or suppliers’ trade names, trademarks or service marks without Vendr’s express prior written consent in each instance.
AI Chat. While using the Sites, You may interact with the AI Chat by submitting questions and related Content (“Input”, which also constitutes Your Content) and receiving responses from the AI Chat (“Output”). You agree that we may use Input and Output to improve the AI Chat, the Sites, and Vendr's products and services, generally. We may share business information about you (e.g., company name, business title) with our partners. You further acknowledge that Output provided to you may be similar or identical to Outputs independently provided by us to others. Output is generated through machine learning processes and is not tested, verified, endorsed, or guaranteed to be accurate, complete, or current by us. You should independently review and verify all Output as to appropriateness for your use cases and/or applications. NOTWITHSTANDING ANYTHING TO THE FOREGOING, VENDR WILL HAVE NO LIABILITY WITH RESPECT TO OUTPUT. You agree the following is strictly prohibited: (a) use of the AI Chat, or any Output, to infringe any third-party rights, (b) use of the AI Chat or any Output to develop, train, or improve any artificial intelligence or machine-learning models, (c) representing any Output as being approved or vetted by Vendr, (d) representing any Output as being an original work or a wholly human-generated work, (e) use of the AI Chat for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws, or (f) use of the AI Chat for purposes or with effects that are discriminatory, harassing, harmful or unethical.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Vendr through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Vendr has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Vendr a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Sites and/or Vendr’s business.
7 Copyright Infringement Claims
It is Vendr’s policy to terminate all licenses of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Vendr by the respective intellectual property owner or their legal agent. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials found on the Sites infringe your copyright, you (or your agent) may send Vendr’s designated agent a notice with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Sites of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Vendr’s designated agent for notice of claims of infringement is as follows: Vendr, Inc. 177 Huntington Ave, Suite 1703 PMB 74847 Boston, MA 02115 E-mail: legal@vendr.com ATTN: Head of Legal.
8 Contact
Vendr, Inc.
Attention: Legal Department
68 Harrison Ave #605 PMB74847
Boston, MA 02112
Email: legal@vendr.com
9 Indemnity
You agree to indemnify and hold harmless Vendr, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (“Vendr Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees and costs, due to or arising out of (a) Your Content, (b) your use of, or inability to use, the Sites, (c) your violation of this Agreement, (d) your violation of any rights of another party, including intellectual property rights and contractual rights, or (e) your violation of Applicable Laws. These indemnification obligations will survive the termination of your license to access the Sites or this Agreement. Vendr 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 us in asserting any available defenses. This provision does not require you to indemnify any of the Vendr Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Sites provided hereunder.
10 Term and Termination
The term of this Agreement commences on the date when you accept these Terms of Use (as described in the preamble above) and continues in full force and effect while you use the Sites, unless terminated earlier in accordance with this Section 10. Vendr may, in its sole discretion, at any time discontinue providing or limit access to the Sites, any areas of the Sites, or Content provided on or through the Sites. Furthermore, we may terminate or limit your access to or use of the Sites if we determine, in our sole discretion, that you have infringed the intellectual property or contractual rights of a third party or have otherwise violated Applicable Laws. You agree that Vendr shall not be liable to you or any third party for any termination or limitation of your access to, or use of, the Sites or any Content, including Content that you may have Made Available. If you want to terminate this Agreement, you may do so by (i) notifying us at any time and (ii) closing your Account (if applicable) and terminating all use of the Sites. Your notice should be sent, in writing, to our address set forth above.
Upon termination of the Agreement or your access to the Sites, any areas of the Sites, or Content provided on or through the Sites, your right to use the Sites or the applicable area or Content thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. Vendr will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
11 Third-Party Websites, Content, and Products
The Sites may provide links to websites and access to content, products, and services of third parties, and such third-party websites, content, products, or services (collectively, “Third-Party Services”) are governed by the respective third party’s website terms and conditions of use. When you click on a link to a Third-Party Service, we will not warn you that you have left the Sites and become subject to such other terms and conditions. Vendr is not responsible for third-party content provided on or through the Sites, or for any changes or updates to such third-party content. Any interactions you have with Third-Party Services are beyond the control of Vendr, and you bear all risks associated with your access to, and use of, Third-Party Services.
12 Disclaimer
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITES, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS. VENDR EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SITES AND ALL CONTENT, INCLUDING THE DOCUMENTS, PROVIDED ON OR THROUGH THE SITES. VENDR MAKES NO WARRANTY THAT: (A) THE SITES, INCLUDING THE CONTENT WILL MEET YOUR REQUIREMENTS OR RUN PROPERLY ON ANY HARDWARE; (B) THE SITES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE ADVICE, RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY CONTENT PROVIDED ON OR THROUGH THE SITES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT AVAILABLE ON OR THROUGH THE SITES WILL MEET YOUR EXPECTATIONS. ANY CONTENT ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITES IS USED AT YOUR OWN DISCRETION AND RISK. VENDR SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT. VENDR RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITES AND CONTENT PROVIDED ON OR THROUGH THE SITES AT ANY TIME WITHOUT NOTICE.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SITES. YOU ACKNOWLEDGE AND AGREE THAT THE VENDR PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE VENDR PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT VENDR DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. VENDR MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
13 Limitation of Liability
YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE VENDR PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUTATIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, PRODUCTION, DATA, DATA USE, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THIS AGREEMENT, YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE SITES, OR ANY CONTENT PROVIDED ON OR THROUGH THE SITES WHETHER BY VENDR OR A THIRD PARTY, WHETHER OR NOT ANY VENDR PARTY HAS BEEN MADE AWARE OF THE RISK OF SUCH LOSSES. ADDITIONALLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE VENDR PARTIES’ LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) OR, IF APPLICABLE, THE MINIMUM STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES, IF GREATER. THE EXISTENCE OF MULTIPLE CLAIMS UNDER THIS AGREEMENT WILL NOT ENLARGE SUCH AMOUNT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VENDR AND YOU.
14 Export Restrictions/Legal Compliance
You may not access, download, use, import, or export the Sites, or the Content provided on or through the Sites, in violation of U.S. export laws or regulations, or in violation of any other Applicable Laws. You agree to comply with all Applicable Laws of the United States or applicable agency or authority in the jurisdiction where you accessed the Sites, and to not directly or indirectly provide or otherwise make available any services or products of Vendr, including access to the Sites, in violation of any such Applicable Laws.
15 Arbitration Agreement
Please read this Section 15 (the “Arbitration Agreement”) carefully. It is part of your contract with Vendr and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
15.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Vendr agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Sites, any communications you receive, any products sold or distributed through the Sites, or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the Effective Date (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Vendr may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Vendr may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
15.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Vendr. If that occurs, Vendr is committed to working with you to reach a reasonable resolution. You and Vendr agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Vendr therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Vendr that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@vendr.com or regular mail to the address located in Section 8, above. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
15.3 Waiver of Jury Trial. YOU AND VENDR HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vendr are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.4 Waiver of Class and Other Non-Individualized Relief. YOU AND VENDR AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Vendr agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Massachusetts. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Vendr from participating in a class-wide settlement of claims.
15.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Vendr agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Vendr otherwise agree, or the Batch Arbitration process discussed in Section 15.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Vendr agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
15.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Massachusetts and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 15.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
15.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 15.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 15.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 15.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 15.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
15.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Vendr need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
15.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Vendr agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Vendr by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Vendr.
You and Vendr agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
15.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@vendr.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
15.11 Invalidity, Expiration. Except as provided in Section 15.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Vendr as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
15.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Vendr makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Vendr at legal@vendr.com, your continued use of the Sites, including the acceptance of products and/or services offered on the Sites following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Sites, any communications you receive, any products sold or distributed through the Sites or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Vendr will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
16 Entire Agreement; Waiver; Assignment; Severability
The Agreement, including the Privacy Policy, contains the entire agreement between you and Vendr governing your use of and access to the Sites. The failure of Vendr to exercise or enforce any rights or provisions in the Agreement shall not constitute a waiver of such right or provision. Any waiver of a right or provision on one occasion will not be deemed a waiver of any other right or provision or of such right or provision on any other occasion. Your rights and obligations under the Agreement may not be assigned, subcontracted, delegated or otherwise transferred by you without Vendr’s prior written consent. We may, without your consent, freely assign and transfer the Agreement, including any of its rights, obligations, or licenses. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. If any part or provision of the Agreement is found to be illegal or unenforceable, such part or provision shall be modified to make such part or provision legal and enforceable while reflecting, as nearly as possible, the original intention of the parties. The balance of the Agreement shall not be affected.
17 Force Majeure
Vendr shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18 Updates
You understand that the Sites are constantly evolving. You acknowledge and agree that Vendr may update the Sites with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Sites. Any future release, update or other addition to the Sites shall be subject to the then current Terms of Use or Additional Terms. When changes are made, we will make a new copy of these Terms of Use or the Additional Terms available on the Sites, and we will also update the “Last Updated” date at the top of these Terms of Use or the Additional Terms. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of these Terms of Use or Additional Terms to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to the Agreement will be effective immediately. Vendr may require you to provide consent to the updated Agreement in a specified manner before further use of the Sites is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SITES.
19 Governing Law; Venue
The laws of the State of Massachusetts, United States, shall apply to any disputes arising out of the Agreement or your access to or use of the Sites, and all claims arising out of or relating to the Agreement or the Sites will be litigated exclusively in the federal or state courts of Suffolk County, Massachusetts, USA. You expressly waive all rights to a jury trial. The United Nations convention on contracts for the international sale of goods does not apply to the Agreement.
20 Communications
When you access the Sites or send us emails, you are communicating with us electronically. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights. If you have registered for an Account, we will attempt to provide you any notice required by the Agreement to the email address in your Account. Where Vendr requires that you provide an email address, you are responsible for providing us with a valid and current email address. In the event that the email address you provide to us is not valid, or for any reason is not capable of delivering to you any notices required by the Agreement, our dispatch of the email containing such notice will nonetheless constitute effective notice. If you need to provide any legal notice to Vendr, or have any questions or concerns regarding the Agreement or the Sites, you must send such communication by email to legal@vendr.com. All notice shall be deemed received on the next business day after sent by email.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Sites, please contact us at: privacy@vendr.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.