VENDAPTO CUSTOMER TERMS OF SERVICE
Last modified: March 30, 2019
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (Vendapto). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using Vendapto Software-as-a-Service you are agreeing to these terms.
We periodically update these terms. If you have an active Vendapto subscription, we will let you know when we do via an email or in-app notification. The latest version can always be accessed at vendapto.com/terms-of-service
Finally, we know legal terms can sometimes be difficult to navigate within, so we want to give you a roadmap of the Agreement:
- A. GENERAL COMMERCIAL TERMS. Here’s where you can find the basics about how Vendapto is provided. For example, you can find information on access and acceptable use. These terms apply to all of our products and service offerings.
- B. SUBSCRIPTION TERMS. Customers of ours subscribe to use our software, and there are some fundamental terms that apply to each subscription.
- C. GENERAL LEGAL TERMS. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the many of the remaining legal terms that make up our Customer Terms of Service.
A. GENERAL COMMERCIAL TERMS
A1 – Access
During the Subscription Term, we will provide you access to use Vendapto as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your Vendapto account. We might provide elements of Vendapto through third party service providers.
A2 – Additional Features
You may subscribe to additional features of Vendapto by placing an additional Order or activating the additional features from within your Vendapto account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Vendapto account.
A3 – Availability
We strive to make Vendapto available 24 hours a day, 7 days a week, except for planned down-time for maintenance. Planned maintenance will be communicated minimum one (1) week in advance via the in-app Dashboard.
A4 – Consulting Services
You may purchase Consulting Services with us. Unless we agree otherwise, the Consulting Services we provide will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee.
All Consulting Services are performed remotely, unless you and we agree otherwise.
For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
We might provide some or all elements of the Consulting Services through third party service providers. Fees for Consulting Services are non-refundable.
A5 – Fees and Payments
A5.1 – Subscription Fees.
The Subscription Fee will remain fixed during the Subscription Term unless you upgrade products, base packages or subscribe to additional features.
A5.2 – Payment by credit card
If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
A5.3 – Payment against invoice
If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
A5.4 – Payment Information
You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Vendapto account. All payment obligations are non-cancelable and all amounts paid are non-refundable. All fees are due and payable in advance throughout the Subscription Term.
A5.5 – Sales Tax
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Vendapto Software-as-a-Service and performance of Consulting Services.
A6 – Use and Limitations of Use
A6.1 – Acceptable Use
You will comply with our Acceptable Use Policy at vendapto.com/acceptable-use-policy
A6.2 – Prohibited and Unauthorized Use
You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use Vendapto in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of Vendapto ; (iii) attempt to gain unauthorized access to Vendapto ; (iv) access Vendapto other than through our interface; or (v) use Vendapto for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account via email to: support@vendapto.com
A6.3 – No Sensitive Information
You agree not to use Vendapto to collect, manage or process sensitive information. We will not have any liability that may result from your use of Vendapto to collect or manage sensitive information.
A6.4 – Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.7. Subscription Term, Termination, Suspension
A7.1 – Term and Renewal
Your subscription period will be specified in the Order Form, and your subscription will automatically renew for a period of one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘B5 – Notice of Non-Renewal’ section below.
If you add products during the Subscription Term, the fees for these additional products will be paid for the remaining Subscription period, and renewed along with your subscription, unless otherwise indicated in your Order.
The renewal pricing can be subject to adjustments. The pricing available at vendapto.com/pricing on the date of renewal will apply.
A7.2 – No Early Termination, or Refunds
The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the Vendapto subscription during your Subscription Term.
A7.3 – Termination for Cause
Either party may terminate this Agreement: (i) upon thirty (30) days notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
A7.4 – Suspension for Prohibited Acts
We may suspend any User’s access to Vendapto without notice for use of Vendapto in a way that violates the terms of this Agreement.
A7.5 – Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to Vendapto ten (10) days after such notice. We will not suspend the access while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your account is suspended for non-payment, we may charge a re-activation fee to reinstate Vendapto.
A7.6 – Termination or Expiration
Upon termination or expiration of this Agreement, you will stop all use of Vendapto .
B. SUBSCRIPTION TERMS
B1 – Limits.
The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog. You must be 18 years of age or older to use Vendapto.
For our Full-Service Subscriptions, if we make modifications to the limits set forth in the Product and Services Catalog that would negatively impact you, these modifications will not apply to you until the start of your next renewal Subscription Term. On renewal, the current product usage limits in our Product and Services Catalog will apply to your subscription, unless you and we otherwise agree.
B2 – Modifications.
We modify Vendapto from time to time, including adding or deleting features and functions, in an effort to improve your experience. We will inform you about modifications via the in-app Dashboard.
B3 – Customer Support.
Email and in-app support is included at no additional cost. We accept email and in-app support questions 24 Hours per Day x 7 Days per Week. Mail and in-app questions can be submitted through the Support tab in the navigation bar of your account or via support@vendapto.com. Email and in-app responses are provided during support hours only (Monday-Friday from 9am to 6pm CET (Central European Time). We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We will only provide support for Vendapto specific questions and not Information Security in general.
B4 – Notice of Non-Renewal.
Your subscription will automatically renew according to the ‘A7.1 – Term and Renewal’ section above.
Unless otherwise specified in your Order, to prevent renewal of the Vendapto Subscription, you or we must give written notice of non-renewal and this written notice must be received no less than ten (10) days prior to the expiration of the Subscription Term.
If you decide not to renew, you must send this non-renewal notice to support@vendapto.com informing us not to renew the subscription. The non-renewal is registered once you have received a confirmation email from us.
B6 – Retrieval of Customer Data.
As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with PDF copies of Service Assessments and any Compliance Reports submitted. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the data and may, unless legally prohibited, delete all data in our systems or otherwise in our control.
C. GENERAL LEGAL TERMS
C1 – Customer Data
C1.1 – Limits on Vendapto.
We will use Contact Data only in order to provide Vendapto and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at vendapto.com/privacy-policy.
C1.2 – Aggregate Data
We may monitor the use of Vendapto by all of our customers and use the information gathered in an aggregate and anonymous manner. We may use Customer Data to develop and improve Enrichment Data. In no event will Customer Data be disclosed, included within or provided to other customers or third parties.
C1.3 – Safeguards
We will maintain appropriate administrative, physical, and technical safeguards to protect Customer Data.
C2 – Vendapto’s Proprietary Rights
This is an Agreement for access to and use Vendapto. Vendapto is protected by intellectual property laws, belong to and are the property of Vendapto, and we retain all ownership rights to the software. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Vendapto Content or Vendapto software, in whole or in part, by any means, except as expressly authorized in writing by us.
We encourage all customers to comment on Vendapto, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into Vendapto , without payment or attribution to you.
C3 – Publicity
You grant us the right to add your name and company logo to our customer list and website.
C4 – Disclaimers; Limitations of Liability
C4.1 – Disclaimer of Warranties
We and our affiliates make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of Vendapto , data made available from Vendapto or the Vendapto content. Vendapto may not be available at all times. To the extent permitted by law, Vendapto and Vendapto content are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory.
C4.2 – Limitation of Liability
Except for your liability for payment of fees, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, the parties agree that the aggregate liability of a party will be limited to the total amounts you have actually paid for the Vendapto software in the twelve month period preceding the event giving rise to a claim.
C4.3 – Agreement to Liability Limit
You understand and agree that absent your agreement to this limitation of liability, we would not provide the Vendapto software to you.
C5 – Miscellaneous
C5.1 – Amendment; No Waiver
We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of Vendapto (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above). The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
C5.2 – Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
C5.3 – Relationship of the Parties
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
C5.4 – Compliance with Laws
We will comply with all laws (where applicable) in our provision of Vendapto and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of Vendapto, including any applicable export laws. You must comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly permit use of Vendapto by prohibited countries or individuals.
C5.5 – Severability
If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
C5.6 – Notices
We may give electronic notices specific to you by email to your email address(es) on record in our account information for you or through the notifications center of Vendapto. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information up to date.
C5.7 – Entire Agreement
This Agreement (including each Order), along with our Privacy Policy and Acceptable User Policy, is the entire agreement between us for the use of Vendapto and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of Vendapto or dependent on any oral or written public comments made by us regarding future functionality or features of Vendapto.
C5.8 – Assignment
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
C5.9 – No Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
C5.10 – Authority
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
C5.11 – Precedence
In the event of a conflict between the terms of the Customer Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.