Effective Date: February 22, 2026
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and VendoWorks ("VendoWorks," "we," "us," or "our") governing your access to and use of the VendoWorks platform, including all related websites, applications, APIs, and services (collectively, the "Service").
By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
If you do not agree to these Terms, you must not access or use the Service.
VendoWorks is a cloud-based procurement optimization platform designed for low-voltage security contractors and distributors. The Service provides tools for order management, vendor communication, pricing comparison, inventory tracking, and related procurement workflows.
We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time, with or without notice. We will make commercially reasonable efforts to notify users of material changes.
To access the Service, you must create an account and provide accurate, complete, and current information. You are responsible for:
(a) Maintaining the confidentiality of your account credentials;
(b) All activities that occur under your account;
(c) Notifying us immediately of any unauthorized access or security breach at support@vendoworks.com.
We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe have been compromised.
The Service is offered on a subscription basis. Details of available plans, features, and pricing are published on our website and may be updated from time to time. Your subscription begins on the date you complete registration and select a plan.
You agree to pay all fees associated with your selected subscription plan. Fees are billed in advance on a monthly or annual basis, depending on your plan selection. All payments are processed through our third-party payment processor. You authorize us to charge your designated payment method for all applicable fees.
All fees are exclusive of applicable taxes, levies, or duties. You are responsible for paying all such taxes, except for taxes based on our net income.
Overdue payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. We reserve the right to suspend access to the Service for accounts with overdue balances exceeding thirty (30) days.
Subscription fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. If you cancel your subscription, you will retain access to the Service through the end of your current billing period.
We may adjust pricing upon thirty (30) days' prior written notice. Continued use of the Service after a pricing change takes effect constitutes your acceptance of the updated fees.
Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the practices described in our Privacy Policy.
You retain all ownership rights in the data, content, and information you submit to the Service ("Your Data"). You grant us a limited, non-exclusive, worldwide license to use, process, store, and transmit Your Data solely to provide and improve the Service.
We implement industry-standard administrative, technical, and physical safeguards designed to protect Your Data, including encryption in transit and at rest, access controls, and regular security assessments. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security.
In the event of a data breach affecting Your Data, we will notify you in accordance with applicable law and will take commercially reasonable steps to mitigate the impact of such breach.
Upon termination of your account, you may request export of Your Data in a standard machine-readable format for a period of thirty (30) days. After this period, we will delete Your Data from our active systems, though residual copies may remain in backups for a limited time in accordance with our data retention policies.
"User Content" means any content, materials, reviews, comments, messages, or other information that you post, upload, or otherwise make available through the Service.
By submitting User Content, you grant VendoWorks a non-exclusive, royalty-free, worldwide, sublicensable license to use, reproduce, modify, display, and distribute such content solely in connection with operating and improving the Service.
You agree that your User Content will not: (a) infringe any third-party intellectual property rights; (b) contain viruses, malware, or harmful code; (c) be unlawful, defamatory, obscene, or fraudulent; (d) impersonate any person or entity; or (e) violate any applicable law or regulation.
We reserve the right, but are not obligated, to review, monitor, edit, or remove User Content at our sole discretion. We are not responsible for any User Content posted by users of the Service.
You agree not to use the Service to: (a) violate any applicable law or regulation; (b) interfere with or disrupt the integrity or performance of the Service; (c) attempt to gain unauthorized access to any systems or networks connected to the Service; (d) transmit any malicious code or engage in any activity that could harm the Service or other users; (e) reverse engineer, decompile, or disassemble any part of the Service; (f) use the Service for competitive benchmarking or to build a competing product; or (g) resell, sublicense, or redistribute the Service without our prior written consent.
The Service, including all software, designs, text, graphics, interfaces, and underlying technology, is owned by VendoWorks and protected by copyright, trademark, patent, and other intellectual property laws. These Terms do not grant you any rights to use VendoWorks' trademarks, service marks, or trade names without our prior written consent.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDOWORKS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.
OUR TOTAL AGGREGATE LIABILITY 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 VENDOWORKS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
The limitations in this Section 9 do not apply to liability arising from: (a) our gross negligence or willful misconduct; (b) our breach of our data security obligations; or (c) your indemnification obligations under these Terms.
You agree to indemnify, defend, and hold harmless VendoWorks and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your User Content; or (d) your violation of any third-party rights.
These Terms are effective upon your first access to the Service and continue until terminated. Either party may terminate the subscription by providing written notice in accordance with the applicable plan terms.
We may suspend or terminate your access immediately if we reasonably believe you have violated these Terms. Upon termination: (a) your right to access the Service ceases immediately; (b) you remain liable for all fees incurred prior to termination; and (c) Sections 5, 6.2, 8, 9, 10, 12, and 13 shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in California, and the arbitrator's decision shall be final and binding. Each party shall bear its own costs, and the arbitrator shall have the authority to award reasonable attorneys' fees to the prevailing party.
YOU AGREE THAT ANY CLAIMS SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Entire Agreement. These Terms, together with the Privacy Policy and any order forms or service agreements, constitute the entire agreement between you and VendoWorks and supersede all prior agreements.
Amendments. We may modify these Terms at any time by posting an updated version on our website. Material changes will be communicated via email or in-app notification at least thirty (30) days before taking effect. Continued use after changes take effect constitutes acceptance.
Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
Waiver. No failure or delay in exercising any right shall operate as a waiver of that right.
Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Force Majeure. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or service outages of third-party providers.
Notices. Notices to VendoWorks shall be sent to: VendoWorks, 9450 Scranton Road, Suite #108, San Diego, CA 92121. Notices to you will be sent to the email address associated with your account.
If you have questions about these Terms, please contact us at:
Email: support@vendoworks.com
Address: 9450 Scranton Road, Suite #108, San Diego, CA 92121
Website: www.vendoworks.com
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