Terms of Use

1. AI.VENDR.COM TERMS OF USE

THIS IS A BINDING CONTRACT; PLEASE READ THESE TERMS OF USE CAREFULLY. YOUR ACCESS TO, AND USE OF, THE AI.VENDR.COM WEBSITE ("WEBSITE"), 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 AI.VENDR.COM 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 WEBSITE 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 WEBSITE 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 WEBSITE AND ALL CONTENT, INFORMATION, DATA, AND FEATURES THEREIN.

IF YOU ARE ACCESSING THE WEBSITE 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 Website, and the individual or entity accessing and using the Website ("you" or "your").

Additional Terms. Your use of, and participation in, certain features and functionality of the Website may be subject to additional terms ("Additional Terms"). Such Additional Terms will either be set forth in the applicable features/functionality of the Websites or will be presented to you for your acceptance when you sign up to use such features/functionality on the Website. 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 Website

Accounts

Certain features or functionality of the Website 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 Website are restricted to authorized users with a registered Account only.

Use of Website

Subject to your compliance with this Agreement, solely for so long as you are permitted by Vendr to access and use the Website, 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 access the Website, view any Content on the Website to which we provide you access hereunder, and download and print one (1) copy of materials that Vendr specifically makes available for downloading.

3. Content

Representations and Warranties

Vendr does not claim ownership of the Content you Make Available through the Website ("Your Content"). When you Make Available any Content on or to the Website, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth below.

License to Your Content

You grant Vendr a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable right 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.

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 Website, and not Vendr, are similarly responsible for all Content that they Make Available through the Website.

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.

User Responsibility

You are solely responsible for your interactions with other users of the Website and any other parties with whom you interact through the Website; provided, however, that Vendr reserves the right, but has no obligation, to intercede in any disputes between you and any 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 Website and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring.

Without limiting the foregoing, Vendr reserves the right to 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.

6. Proprietary Rights; AI Chat

The Website; 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 Website 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 Website.

Marks

The trademarks, service marks, logos, domain names and proprietary marks referenced on the Website is either common-law service marks or trademarks, or registered service marks or trademarks of Vendr and are protected by all applicable laws, rules, regulations, or ordinances.

AI Chat

While using the Website, You may interact with the AI Chat by submitting questions and related Content, and receive responses from the AI Chat. You agree that we may use Input and Output to improve the AI Chat, the Website, and Vendr's products and services, generally.

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.

Contact information for Vendr's designated agent for notice of claims of infringement is as follows: Vendr, Inc. 68 Harrison Ave #605 PMB 74847 Boston, MA 02111 E-mail: legal@vendr.com ATTN: Head of Legal.

8. Contact

Vendr, Inc.

Attention: Legal Department

68 Harrison Ave #605

PMB 74847

Boston, MA 02111

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 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 your use of the Website, your violation of this Agreement, or your violation of any rights of another party.

10. Term and Termination

The term of this Agreement commences on the date when you accept these Terms of Use and continues in full force and effect while you use the Website, 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 Website, any areas of the Website, or Content provided on or through the Website.

Upon termination of the Agreement or your access to the Website, your right to use the Website will automatically terminate, and we may delete Your Content associated therewith from our live databases.

11. Third-Party Websites, Content, and Products

The Website may provide links to websites and access to content, products, and services of third parties, and such third-party websites, content, products, or services are governed by the respective third party's website terms and conditions of use.

Vendr is not responsible for third-party content provided on or through the Website, 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 WEBSITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE WEBSITE, 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.

VENDR MAKES NO WARRANTY THAT THE WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE ADVICE, RESULTS OR INFORMATION OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE.

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.

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.

14. Export Restrictions/Legal Compliance

You may not access, download, use, import, or export the Website, or the Content provided on or through the Website, 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 Website.

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 Website, any communications you receive, any products sold or distributed through the Website, or this Agreement will be resolved by binding arbitration, rather than in court.

15.2 Informal Dispute Resolution

You and Vendr agree that before either party commences arbitration against the other, 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.

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.

15.4 Waiver of Class and Other Non-Individualized Relief

YOU AND VENDR AGREE THAT 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.

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.

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 Website. 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.

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.

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 Website is constantly evolving. You acknowledge and agree that Vendr may update the Website with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Website.

When changes are made, we will make a new copy of these Terms of Use or the Additional Terms available on the Website, and we will also update the "Last Updated" date at the top of these Terms of Use or the Additional Terms.

IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE WEBSITE.

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 Website, and all claims arising out of or relating to the Agreement or the Website will be litigated exclusively in the federal or state courts of Suffolk County, Massachusetts, USA.

20. Communications

When you access the Website 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.

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.

Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Website, please contact us at: privacy@vendr.com. We will do our best to address your concerns.

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.