Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the Vendub platform, website, or any related services (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a company, organization, or other legal entity (“Organization”), you represent and warrant that you have the authority to bind that Organization to these Terms. In such cases, “you” and “your” refer to that Organization.

You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

2. Description of Service

Vendub is a multi-tenant, cloud-based vendor management platform that allows organizations to create and manage vendor records, contacts, reviews, categories, tags, and related data. The Service includes features such as team management with role-based permissions, bulk data import and export, and full-text search.

The Service is provided on an “as is” and “as available” basis. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We will make reasonable efforts to provide advance notice of material changes or discontinuation.

3. Accounts and Organizations

3.1 Account Registration

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to protect your account credentials.

3.2 Organizations

Organizations are created and managed by their owner. The organization owner is responsible for:

• The actions and conduct of all members within their organization
• Managing team roles and access permissions
• Ensuring that all members comply with these Terms
• Billing and subscription management for the organization
• Decisions regarding organization data, including deletion

Users may belong to multiple organizations. Each organization operates as a separate, isolated tenant with its own data, settings, and subscription.

4. Subscription Plans and Billing

4.1 Plans and Pricing

The Service offers multiple subscription tiers, including a free tier. Current plan details, pricing, features, and limits are displayed on our website and within the application. We reserve the right to modify pricing or plan features upon 30 days' prior notice to existing subscribers. Price changes will take effect at the start of your next billing cycle.

4.2 Payment Processing

All paid subscriptions are processed through our payment partner, Paddle.com Market Limited (“Paddle”), which acts as the Merchant of Record for all transactions. When you purchase a subscription, your contractual relationship for the payment transaction is with Paddle, not directly with Vendub. Paddle handles payment processing, invoicing, sales tax and VAT collection, and refund processing in accordance with Paddle's own terms and policies.

You agree to provide accurate and complete billing information to Paddle. You authorize Paddle to charge your chosen payment method for all applicable fees.

4.3 Upgrades and Downgrades

Upgrades take effect immediately, with prorated charges applied for the remainder of the current billing period. Downgrades take effect at the end of the current billing period. No refund or credit is provided for the unused portion of a billing period upon downgrade.

4.4 Cancellation

You may cancel your subscription at any time through the application settings. Upon cancellation, you will retain access to your paid plan features until the end of the current billing period, after which your organization will revert to the Free tier. Existing data is not deleted upon downgrade or cancellation; however, if your data exceeds the Free tier limits, certain write operations (such as creating new vendors) will be restricted until you are within plan limits.

4.5 Payment Failure

If a payment fails, Paddle will attempt to retry the charge according to its dunning process. If all retry attempts fail, your subscription may be canceled, and your organization will revert to the Free tier. We are not responsible for any consequences arising from payment failures.

4.6 Refunds

Because Paddle acts as the Merchant of Record, all refund requests are subject to Paddle's refund policies and processes. We may, at our sole discretion, request that Paddle issue a refund on a case-by-case basis, but we are not obligated to do so.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with these Terms and all applicable laws and regulations. You agree not to:

• Use the Service for any unlawful, fraudulent, or malicious purpose
• Attempt to gain unauthorized access to other users' accounts, organizations, or data
• Interfere with, disrupt, or attempt to compromise the security or integrity of the Service or its infrastructure
• Upload, transmit, or store any malicious code, viruses, or harmful content
• Use automated tools (including bots, scrapers, or crawlers) to extract data from the Service without our prior written consent
• Resell, redistribute, sublicense, or commercially exploit the Service or any portion thereof without our prior written authorization
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Use the Service to store regulated data such as Social Security numbers, payment card numbers (PCI data), protected health information (PHI/HIPAA), or other legally restricted data categories unless expressly authorized by Vendub in writing
• Use the Service in any way that violates the rights of any third party, including intellectual property rights and privacy rights
• Send unsolicited communications, spam, or bulk messages through or in connection with the Service

We reserve the right to investigate and take appropriate action against any violation of this section, including suspending or terminating your access and reporting illegal activity to law enforcement authorities.

6. Data Ownership and License

6.1 Your Data

You retain all ownership rights in and to the data, content, and information you upload, submit, or otherwise make available through the Service (“Your Data”). We do not claim any intellectual property rights over Your Data.

You grant Vendub a limited, non-exclusive, worldwide, royalty-free license to host, store, process, display, reproduce, and transmit Your Data solely as necessary to provide, maintain, and improve the Service. This license terminates when you delete Your Data or your account, except as needed for reasonable backup and archival purposes.

6.2 Aggregated and Anonymized Data

We may collect and use aggregated, anonymized, or de-identified data derived from your use of the Service for purposes such as analytics, product improvement, and benchmarking. Such data will not identify you or your organization and is not considered Your Data.

6.3 Feedback

If you provide us with suggestions, ideas, feedback, or recommendations regarding the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without any obligation or compensation to you.

7. Intellectual Property

The Service, including its software, design, features, documentation, trademarks, logos, and all related intellectual property, is and remains the exclusive property of Vendub and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service as described herein.

You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or create derivative works based on the Service or any part thereof without our prior written consent.

8. Privacy and Data Protection

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is available within the application and on our website. By using the Service, you consent to the practices described in the Privacy Policy.

We implement commercially reasonable technical and organizational measures to protect Your Data, including tenant isolation at the database level through Row Level Security, encrypted data transmission (HTTPS/TLS), and secure authentication. However, no method of electronic storage or transmission is 100% secure, and we cannot guarantee absolute security.

You are responsible for ensuring that your use of the Service and the data you store within it complies with all applicable data protection and privacy laws in your jurisdiction.

9. Data Deletion and Portability

9.1 Account Deletion

Users may delete their individual accounts at any time through the application's account settings. Upon account deletion, your personal account data will be removed from our active systems. Reviews you have authored will be anonymized (attributed to “Deleted user”) to preserve organizational data integrity. You will be removed from all organization memberships.

9.2 Organization Deletion

Organization owners may delete their organization and all associated data at any time through the application settings. Deletion permanently removes all vendors, contacts, reviews, tags, team memberships, invitations, and import records associated with that organization. Active subscriptions will be canceled.

9.3 Retention After Deletion

Upon account or organization deletion, we will remove associated data from our active systems within 30 days. Residual copies may remain in encrypted backups for a limited period as part of standard infrastructure practices and will be overwritten in the normal course of backup rotation. We are not obligated to maintain or provide any data after deletion.

9.4 Data Export

Data export functionality is available on all plans, including the Free tier. You may export your organization's vendor data at any time in a standard format (currently Excel). We encourage you to export your data before deleting your account or organization.

10. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted, error-free, or continuous access. The Service may be temporarily unavailable due to scheduled maintenance, updates, system failures, third-party service outages, or circumstances beyond our reasonable control.

We will make commercially reasonable efforts to notify users of planned maintenance windows in advance. We are not liable for any damages, losses, or costs resulting from service interruptions or downtime.

These Terms do not constitute a Service Level Agreement (SLA). If we offer an SLA in the future, it will be provided as a separate agreement.

11. Third-Party Services

The Service relies on third-party providers for infrastructure, payment processing, email delivery, and other functions. These third-party services operate under their own terms and privacy policies. We are not responsible for the actions, omissions, availability, or security of any third-party service.

Your use of Paddle for payment processing is subject to Paddle's terms and conditions, available on Paddle's website. We encourage you to review their terms.

12. Indemnification

You agree to indemnify, defend, and hold harmless Vendub, its owner(s), operators, affiliates, and their respective officers, directors, employees, agents, and successors (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service or any activity under your account
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third party's rights, including intellectual property or privacy rights
• Any data or content you upload, store, or transmit through the Service
• Your organization's use of white-label or custom branding features, including any claims from end users who interact with a white-labeled version of the Service

This indemnification obligation will survive termination of these Terms and your use of the Service.

13. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, Vendub disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and quiet enjoyment.

We do not warrant that: (a) the Service will meet your specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the Service will be accurate or reliable; or (d) any errors in the Service will be corrected.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Vendub and its owner(s), operators, affiliates, and their respective officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of data, revenue, profits, business opportunities, goodwill, or anticipated savings, arising out of or in connection with your use of or inability to use the Service, regardless of the cause of action or the theory of liability (whether in contract, tort, strict liability, or otherwise), even if Vendub has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Vendub's total aggregate liability to you for all claims arising out of or related to these Terms or the Service shall not exceed the greater of: (a) the total fees paid by you to Vendub (or paid on your behalf through Paddle) in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred U.S. dollars ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by applicable law.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal legal proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or related to these Terms or the Service (“Dispute”) informally by contacting us at the email address provided within the application. We will attempt to resolve the Dispute informally within 60 days. If the Dispute is not resolved within that period, either party may proceed as described below.

15.2 Binding Arbitration

If informal resolution is unsuccessful, any Dispute shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator, in the English language, and shall take place in Harris County, Texas, or at another location mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive or declaratory relief, but only to the extent necessary to provide relief warranted by the individual claim.

15.3 Class Action and Jury Trial Waiver

You and Vendub agree that each party may bring disputes against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative action. Unless both you and Vendub agree otherwise, the arbitrator may not consolidate or join more than one party's claims and may not preside over any class or representative proceeding.

To the fullest extent permitted by applicable law, you and Vendub each waive the right to a jury trial for any dispute arising out of or related to these Terms or the Service.

15.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

16. Governing Law and Jurisdiction

These Terms and any Dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of laws principles.

For any matters not subject to arbitration under Section 15, you consent to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas, and waive any objection to venue in such courts.

17. Termination

17.1 Termination by You

You may terminate your account at any time through the account settings in the application. If you are an organization owner, you may delete your organization as described in Section 9.2.

17.2 Termination by Vendub

We reserve the right to suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including but not limited to: violation of these Terms, nonpayment, fraudulent activity, or conduct that we reasonably believe is harmful to other users, the Service, or Vendub.

In the case of a material breach of these Terms, we may terminate your access immediately and without prior notice. For other terminations, we will make reasonable efforts to provide notice.

17.3 Effect of Termination

Upon termination, your right to access the Service will cease immediately. Sections of these Terms that by their nature should survive termination will survive, including but not limited to: Sections 6 (Data Ownership and License), 7 (Intellectual Property), 12 (Indemnification), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Dispute Resolution), 16 (Governing Law), and 18 (General Provisions).

We are not liable to you or any third party for any termination of your access to the Service.

18. General Provisions

19. Changes to Terms

We may update or modify these Terms from time to time at our sole discretion. For material changes, we will provide at least 30 days' prior notice via email to the address associated with your account and/or through a prominent notice within the Service.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your account as described in Section 17.1.

We will maintain a record of the date of the most recent update at the top of these Terms.

20. Contact

If you have any questions, concerns, or requests regarding these Terms, please contact us at:

Email: support@vendub.com

For billing-related inquiries processed through Paddle, please refer to the Paddle support information provided in your transaction receipts.