Terms of Service & End User License Agreement

Vendocker Inc. is the developer and sole owner of the digital platform Vendocker available at https://vendocker.com ("Platform"), including all intellectual property rights comprised therein. The Platform enables users to distribute and broadcast digital content to customers, clients, or intended recipients via business messaging SaaS tools and applications ("Services").

This End User License Agreement ("Agreement" or "EULA") is a contract between you ("End User" or "Subscriber") and Vendocker Inc. ("Vendocker", "we", "us", or "our"), having its office at 18585 Coastal Highway, Rehoboth Beach, DE, 19971 US, regarding access to and use of our proprietary Vendocker Platform and Services.

References to Vendocker include this website and its subdomains; the Platform; applications for mobile, tablet and other smart devices; APIs; the Service; any applications, sample and content files, source code, scripts, instruction sets or software included as part of the Service; as well as any related documentation.

By accessing or using any part of Vendocker, you accept and agree to be bound by this EULA with effect from the date of access or use ("Effective Date"). If you disagree with any provision of this EULA, you must immediately cease access to and use of Vendocker. In the event of conflict between this EULA and any specific agreement executed between you and Vendocker for the provision of Vendocker, the terms of such specific agreement prevail.

This EULA applies to the entire Platform, use of the Services, and any email or other communication between you and Vendocker in respect of Vendocker. If you violate this EULA, we reserve the right to cancel your account or block access without notice or liability.

1. End User Warranties

1. You represent a legitimate business; are an adult under applicable law; have capacity to enter this Agreement; are not located in a country subject to U.S. embargo or designated as supporting terrorism; and are not listed on any U.S. Government list of prohibited or restricted parties.
2. You will use Vendocker for legitimate commercial purposes only, not for personal use, political agendas, or unlawful activities including but not limited to promotion of multi-level marketing schemes; false advertising; illegal gambling; endorsement of terrorist organizations or activities; facilitation of human trafficking or exploitation; sale of counterfeit goods or pirated material; unlawful sale or distribution of controlled substances or prescription drugs; promotion of hate speech or incitement to violence ("Permitted Purpose").
3. You will remain in compliance with the policies and terms of service of any business messaging SaaS tools and applications you use to access the Services.

2. Grant of License

Subject to the warranties above, Vendocker grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform ("License") to avail Services upon purchasing any plan as provided at https://vendocker.com/pricing ("Subscription Plan") for the duration of the subscription, subject to this EULA. All rights not expressly granted are reserved by Vendocker.

3. Subscription

1. Trial. You may access a free demo of Vendocker for a short, non-renewable trial period. Some features may be unavailable during the trial. The trial ends automatically and does not convert to a paid Subscription unless you actively purchase one. Vendocker may modify or cancel this offer at any time.
2. Subscription Plans. Prices, descriptions, or availability of Subscriptions through different plans are available at https://vendocker.com/pricing and are subject to change without notice. Final features and functionalities are outlined during purchase.
3. Subscription Term. Subscriptions allow access over a determined period ("Subscription Term"). Paid Subscriptions begin when payment is received. Billing is in advance on a recurring basis per the selected plan.
4. Purchasing Process. All steps from choosing a plan to placing the order via the Platform form part of the purchasing process. Submitting an order creates an obligation to pay the price, taxes, and applicable fees.
5. Subscription Fee. Applicable fees, taxes, and costs are disclosed at purchase. Displayed prices are exclusive of duties, taxes, and costs; you will pay and hold Vendocker harmless from the same. Vendocker may modify fees with prior notice effective at the end of the then-current term.
6. Payment. Accepted payment methods are provided during purchase. If payment fails, Vendocker will not fulfill the order. Any costs or fees resulting from failed payment are your responsibility.
7. Automatic Renewal. All Subscriptions renew automatically for the same duration using your selected payment method. Upon failed automatic payment, Vendocker will invoice you and may suspend access until payment is made.
8. Termination. A paid Subscription may be terminated at any time during the Subscription Term by written notice to Vendocker. Subscriptions are non-cancellable and run until the end of the Subscription Term.
9. Excess Usage, Additional Services. Exceeding limits or opting for additional Services incurs additional charges payable to continue use.
10. Disputed Invoice. If you dispute any portion of an invoice, pay the undisputed portion and submit a written claim within seven (7) days. The parties will work in good faith to resolve within fifteen (15) days.
11. Late Payment. Failure to pay on time entitles Vendocker to suspend access and/or levy interest of 1.5% per month (or the maximum allowed by law) on past due amounts.
12. Third-Party Fees. Vendocker fees exclude charges assessed by third parties for access to or use of their services. Such charges are your responsibility.
13. Refund. Unless mandated by law or agreed otherwise in writing, paid Subscriptions are non-cancellable and non-refundable. No refunds or credits are issued for partial periods, upgrades or downgrades, or unused portions of Service.

4. End User Rights and Obligations

1. You will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit Vendocker by making the Platform or Services available for access or use by any third party, including by operating a service bureau, outsourcing, or time-sharing service.
2. Upon request, Vendocker will issue one or more administrator accounts to you that allow you to create accounts for Administrative Users (your employees or contractors).
3. You are responsible for determining suitability of Vendocker for your purposes and ensuring your use complies with this EULA and your Subscription Plan.
4. You are responsible for all use of Vendocker accessed through your credentials, including ensuring Administrative Users do not circumvent or disclose access credentials.
5. You will maintain reasonable security standards for your use and your Administrative Users' use of Vendocker.
6. You are responsible for the acts and omissions of Administrative Users as if they were yours, and agree not to:
   1. access or use Vendocker to host or transmit illegal content or content that infringes third-party rights;
   2. copy, translate, make derivative works, disassemble, decompile, or reverse engineer Vendocker;
   3. access or use Vendocker to build competitive products or services;
   4. provide any information, source code or algorithms of Vendocker to any third party;
   5. access or use Vendocker to avoid incurring fees; or
   6. use automated tools (bots) to access Vendocker.
7. You will notify Vendocker immediately upon becoming aware of any breach or attempted breach of security, including unauthorized access to Vendocker or your account.

5. Media Content and End User Data

1. You (and your licensors) own all right, title and interest in Media Content and End User Data. With respect to Personal Data within End User Data, you are the data controller and Vendocker is the data processor.
2. You have obtained, and will obtain during the Subscription Term, all consents required by applicable law prior to End User Data being entered into Vendocker.
3. You authorize Vendocker to process End User Data in accordance with this EULA.
4. Vendocker will not disclose End User Data to any third party except to affiliates or subcontractors for provision of Vendocker; as required by law; as required by this EULA or with your written consent; and as necessary for Vendocker to establish, defend or exercise legal rights.
5. You grant Vendocker the nonexclusive right to host, store, process, and transfer End User Data for provisioning and improvement of Vendocker.
6. Vendocker agrees to destroy End User Data upon termination of this EULA or your Subscription. Vendocker may track, collect, and compile Aggregated Data and use it for any purpose.
7. You are solely responsible for maintaining appropriate security, protection, and backup of End User Data. Vendocker has no liability for loss or damage arising from your failure to comply with this clause.

6. Vendocker Warranties

1. Vendocker will take reasonable care and use commercially reasonable efforts in arranging and provisioning the Platform and Services in a good and workmanlike manner.
2. Vendocker is provided on an "as-is" and "as-available" basis without warranties that it will be uninterrupted, error free, or free of harmful components.
3. Accessibility and functionality may depend on your browsers, devices, operating systems, and third party APIs. Changes by third-party messaging tools may impact the Services. Either party may terminate on mutually agreed terms if such changes disrupt Services.
4. While Vendocker makes reasonable backup efforts, you are responsible for maintaining appropriate security, protection, and backup of your data and content.

7. Breach

1. You are responsible for ensuring use of Vendocker and End User Data complies with the Permitted Purpose. Vendocker does not moderate End User Data but may remove or block it without notice if it receives infringement complaints, is ordered by a public authority, or the content poses risk. You agree to hold Vendocker harmless from claims arising from End User Data.
2. Vendocker may monitor your access solely to verify compliance. Non-compliance is a material breach and may result in termination or suspension until rectified.

8. Indemnity

You shall defend, indemnify and hold harmless Vendocker from damages, claims, and penalties arising from: (a) use of Vendocker in violation of law; (b) allegations that End User Data violates, infringes or misappropriates third-party rights (including privacy); or (c) your use of Vendocker or acts/omissions in violation of this EULA. This applies whether damage is caused by you or by third parties using your credentials where you have negligently exposed them.

9. Limitation of Liability

1. Vendocker is not liable for consequential, indirect, incidental, special, or punitive damages; business interruption; loss of profits, data, goodwill, or anticipated savings; or damages beyond Vendocker's reasonable control, including unauthorized access, hacking, transmission errors, harmful code, or offensive/illegal conduct by you or third parties.
2. Vendocker's aggregate liability for all claims related to Vendocker will not exceed the total Subscription Fee paid during the Subscription Term in which the event occurred (or the pro-rated fee for the 12 months preceding the event if the term exceeds 12 months) or USD 500, whichever is less.

10. Intellectual Property Rights

Vendocker (and its licensors) own all right, title and interest, including all Intellectual Property Rights, in the systems, software, and other materials used in providing Vendocker, and in any feedback or suggestions you provide. New features or functionality suggested by you and incorporated into Vendocker become Vendocker's exclusive property. You may only use Vendocker and its Intellectual Property Rights as expressly permitted herein. Vendocker's name, logo, and product names are trademarks of Vendocker or its licensors, and no right or license is granted to you to use them. You will not acquire any rights to intellectual property, including domain names, other than limited use rights granted for the Subscription Term. You shall not remove any proprietary notices from Vendocker or related materials.

11. AI Features

1. AI-generated content and inputs are End User Data. You are solely responsible for ensuring AI Features are not used to infringe rights. AI-generated content may not be accurate, complete, or unique.
2. You are responsible for evaluating AI-generated content before relying on it and should seek professional advice where necessary.
3. Vendocker does not warrant accuracy, reliability, or completeness of AI-generated content and is not liable for errors or harm arising from its use. Use is at your own risk.
4. Access to AI Features may be restricted by Subscription Plan. If you exceed usage limits, you will purchase additional usage or Vendocker may suspend or reduce performance. You must not present AI-generated content as solely human-generated or imply it is infallible.
5. Prohibited uses include: developing competing products; misleading third parties that output was solely produced by a human; or using AI Features in violation of this EULA, Vendocker documentation, or usage guidelines.
6. You consent to processing and sharing of End User Data by Vendocker, including with third-party AI providers, for the purpose of providing AI-generated content.
7. AI Features may be updated or discontinued without notice, and outputs may vary over time.
8. By using AI Features, you understand that outputs may not be accurate; you are responsible for evaluating them; you must not use outputs related to individuals where they could have legal or significant impacts; and outputs may be biased, incomplete, incorrect, inappropriate or offensive, and do not reflect Vendocker viewpoints.

12. Governing Law and Dispute Resolution

1. The Agreement is governed by the laws of the State of Delaware.
2. Issues or concerns may be raised with Vendocker at the contact details below; Vendocker will use reasonable efforts to resolve them amicably.
3. Disputes unresolved after 30 days shall be referred to arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The law of the arbitration clause is the laws of Delaware. One arbitrator, mutually appointed; seat Rehoboth Beach, DE; proceedings in English.

13. Additional Terms

1. Communications. All communications in respect of this EULA shall be in writing and made to: Legal Department, Vendocker Inc., 18585 Coastal Highway, Rehoboth Beach, DE, 19971 US, legal@vendocker.com
2. Third Party Beneficiary. Where Services are provided through or with a third party, such third party may enforce this EULA as a third-party beneficiary.
3. Survival. Provisions intended to survive expiration or termination will survive.
4. Compliance with Laws. You will comply with all laws applicable to you and your business. You shall not use Vendocker in relation to any country subject to comprehensive economic sanctions or to any individual or entity subject to trade sanctions or embargos.
5. Variation. Vendocker may change, modify, amend, update or expand ("Variations") this EULA upon written notice. Continued use after notice constitutes acceptance.
6. Force Majeure. Except for payment obligations, neither party is liable for delays or failures due to causes beyond reasonable control.
7. Severability. If any term is found invalid or unenforceable, the remaining terms remain in effect and the invalid term will be modified to reflect the parties' intent while being enforceable.
8. Subcontractors. Vendocker may use subcontractors (including affiliates) to provide Vendocker, remaining responsible for their performance.

Agreement Acknowledgment

By accessing or using Vendocker, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions. If you do not agree, you must not access or use Vendocker. Vendocker may update or modify this EULA at any time without prior notice. Continued use after changes constitutes acceptance of the new EULA.

Contact Information