Last Updated: August 2026
1.1 Capitalized Terms. Capitalized terms used, but not defined, herein are used with the meanings ascribed to such capitalized terms in the document to which these Vendavo Education Services Terms and Conditions are attached (together, the “Agreement“).
1.2 Learning Library. A “Learning Library” is a bundle of specific, Vendavo-related training content and courses subscribed to by Customer, delivered through Vendavo’s designated platform. The Learning Library includes access to learning management functions, such as making assignments to users, creating assessments, and adding and updating content.
1.3 Learning-as-a-Service. “Learning-as-a-Service” is a subscription offering that provides flexible access to Education Services expert resources.
1.4 Ngage. “Ngage” is a subscription offering that provides Customer with a customer-specific portal that enables Customer to author and deploy educational content that appears to Customer’s end users overlayed on Customer’s Vendavo applications as In-App Guidance. The portal tools enable targeting of educational content based on customer-specified business rules and system events. The tools also provide access to user analytics to analyze user behavior and drive change management, error prevention, and compliance with business processes.
1.5 Scope. The scope of the training, requirements, and any materials to be provided are as set forth in the applicable Order Form.
1.6 Payment. Payment is due per the payment method associated with this training or as described in the applicable Order Form. All fees are payable in US Dollars, and the Customer shall also pay all applicable sales, use, value-added and other taxes of any type assessed for attending the training, except for taxes based on Vendavo’s income.
1.7 Confidentiality. End Users may be exposed to certain information concerning Vendavo or the Service which is the confidential and proprietary information of Vendavo and not generally known to the public. Customer agrees to not use any Confidential Information except as necessary to complete the training and for purposes authorized by Vendavo, or disclose the Confidential Information to any person without the prior written consent of Vendavo.
1.8 Materials. All title and intellectual property rights in and to the training and any materials provided are owned exclusively by Vendavo and its partners and suppliers. Materials may not be copied or used by any other party other than an End User enrolled in a training pursuant to an Order Form, unless approved in writing by Vendavo in advance. Other than as expressly set forth herein, no license or other rights in or to the training and its related materials and intellectual property rights thereto are granted, and all such licenses and rights are hereby expressly reserved. Any ideas, suggestions, modifications and the like made by an End User with respect to the training will be the property of Vendavo regardless of whether Vendavo chooses to exercise its rights to incorporate such ideas, suggestions or modifications into the training or its related materials.
1.9 Miscellaneous. Vendavo’s Learning Library is for use by the number of Customer End Users stated in the Order Form. In no event will Customer allow third parties to access or use Vendavo’s training or related materials. Vendavo training courses may not be videotaped, recorded or duplicated without Vendavo’s prior written consent.
1.10 Warranty; Liability. EXCEPT AS EXPRESSLY STATED HEREIN, THE TRAINING IS PROVIDED “AS IS” AND VENDAVO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VENDAVO HEREBY SPECIFICALLY DISCLAIMS, ON BEHALF OF ITSELF AND ITS PARTNERS AND SUPPLIERS, ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
2.1. Administrators. Customer’s subscription includes two (2) to five (5) Customer Learning Library administrators (based on Learning Library size as outlined in the Order Form), who will receive an orientation from Vendavo. Individual Customer Learning Library administrators may have the following rights, as available on the designated platform: User Management, Content Delivery, Event Management, Report Management, Content Management, or combinations thereof. This includes the ability to add and manage Customer-specific content.
2.2. Vendavo is responsible for maintaining the standard Vendavo courses and content that has been added by Vendavo to the Customer’s Learning Library. When Vendavo has content updates available for the standard Vendavo content, Vendavo will notify the Customer and coordinate the publishing of the updated content to the Customer’s Learning Library.
2.3. After go-live, Customer will be responsible for maintaining any content that was added by Customer, or custom-created by Customer or its agents. This includes customized training materials created by Vendavo for the Customer.
2.4. After go-live, Customer will be responsible for maintaining key data items in the Learning portal: Users, User Roles, Designations, Groups, Curriculums, ILT (including related ILT data) and Learning Paths.
3.1 Subscription. Customer’s subscription to Learning-as-a-Service is provided in Units (as defined herein) per year. Each Unit corresponds to: (a) 1 day of live instruction; or (b) 20 hours of custom content development; or (c) 36 hours of curation or Learning Library administration tasks; or (d) dedicated access to a Vendavo training environment; or (e) equivalent combinations of tasks (e.g., a half day of instruction plus 10 hours of custom content development). Customer will request services from Vendavo’s Education Services designated contact and mutually agreeable deliverables and timelines will be set. Customer must provide at least 4 weeks advance notice of deliverable/instruction request prior to the day of delivery/instruction. Units are only valid during the Term of the applicable Order Form. Any Units not used within the Term will be forfeited. Customer requests that exceed the scope of the contracted Units during the Term will require a subscription to additional Units.
3.2 Customer must subscribe to Learning Library in order to subscribe to Learning-as-a-Service.
3.3 Vendavo will seek to accommodate Customer requests to deliver training at Customer offices. For live training that occurs at Customer offices, Vendavo will make travel arrangements in accordance with Customer’s requirements and shall be reimbursed for the actual cost for its reasonable out-of-pocket expenses. Should Customer cancel or postpone any in-person training session, Vendavo requires notice at least fifteen (15) business days prior to the scheduled start of the training session. If notice is not provided, Customer is responsible for any expenses incurred related to the planned travel for the scheduled class(es).
4.1 Subscription. Customer’s subscription to Ngage includes: (a) access to all Ngage authoring and analytics tools for the amount of designated users as authorized in the applicable Order Form; (b) the right to utilize within the Ngage tool any videos and other training-related assets currently in Customer’s Learning Library; (c) initial training for users to learn how to utilize the subscribed authoring and analytics tools; (d) support in building Ngage content (e.g., walkthroughs, tooltips); (e) support to ensure Customer’s authored Ngage content will continue to operate after any Vendavo software update; and (f) ongoing user analytics consulting assistance.
4.2 Customer must subscribe to Learning Library in order to subscribe to Ngage.
4.3 Content. The creation and delivery of certain in-app content may not be possible. In such event, Vendavo will assist Customer to identify the best feasible approach within the existing Ngage capabilities.
4.4 Third-Party Technology. Customer acknowledges that Ngage currently leverages a third party, Pendo.io, Inc. (“Pendo“), or its successor, to operate. The applicable third-party provider shall be a third-party beneficiary to the Agreement between Customer and Vendavo as it relates to Customer’s use of Ngage. Vendavo may update the third-party provider upon written notice to Customer. To the extent Customer loads any Personal Data to Ngage, Customer acknowledges and authorizes the applicable third-party provider to act as a Third Party to Vendavo to Process Customer Personal Data. The applicable data transfer addendum is updated to include the applicable third-party provider as follows:
Name of Subprocessor | Subject matter, nature, and duration of processing | Location (Country) | Adequacy Mechanism Supporting Transfer |
Pendo (or successor provider) | As set forth in the DPA and these Education Services Terms and Conditions | United States | Standard Contractual Clauses or Framework (as applicable) |
