Terms of Use

Last updated: January 1, 2021.

Scope

Vendavo, Inc., together with its wholly-owned subsidiaries (collectively “Vendavo”) have created, own, and operate multiple websites, (“Vendavo Website(s)”). These Terms of Use (“TOU”) govern your access to and use of the Vendavo Websites. The Vendavo Websites allow you and other Vendavo software experts, developers, users, and other interested parties to engage in a variety of activities, such as: find information, purchase and/or research Vendavo software and services, obtain support for Vendavo software and services, share information with Vendavo and third parties, post comments, blog, provide reviews, and engage in conversations and activities related to Vendavo’s products and services. The Vendavo Websites also include information created and published by Vendavo and third parties, such as text, images, photographs, graphics, audio and video, data, code, and software (“Content”). As well as these TOU, Vendavo publishes a Privacy Policy which governs its use of personal data and applies equally to the use of the Vendavo Websites. Although it does not form part of these terms, we encourage you to read the Privacy Policy to understand our data processing and how you can manage, access and delete your information.

Acceptance of Terms

Your access to and use of the Vendavo Websites is subject to and governed by these TOU, including any additional or different disclaimers, legal notices, agreements, or terms and conditions that may apply to your use of or access to any particular Vendavo Website or Content. If there is a conflict between these TOU and any additional legal terms, the additional legal terms shall control. These TOU forms a legally binding agreement between you and Vendavo. By clicking an “I Accept” button as part of a registration process, or otherwise demonstrating your consent to these TOU through your use of the Websites or Content, you accept and agree to abide by the terms of these TOU. If you do not agree to the terms of these TOU, you should not click the “I Accept” button (or equivalent) on any form fills or registration process, or attempt to access or use any Vendavo Website or Content. Please note that these TOU does not govern the use of any cloud solutions (e.g., Vendavo CPQ Cloud) provided by Vendavo and for which you are required to enter into a separate agreement. Vendavo may modify these TOU periodically. If the terms of the TOU change, Vendavo will provide notice, which may include, but is not limited to notice provided through the Vendavo Websites. Except where prohibited by law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will, however, not apply retroactively. If you do not agree to changes made to the TOU, you must discontinue your use of the affected Vendavo Website or Content.

User Content License

This Vendavo Website contains proprietary notices and copyright information, the terms of which must be observed and followed. Vendavo grants you non-exclusive, non-transferable, limited permission to access and display the Vendavo Websites as a customer or potential customer of Vendavo, provided you comply with these TOU, and all copyright, trademark, and other proprietary notices remain intact. You may only use a crawler to crawl the Vendavo Websites as permitted by the applicable robots.txt protocol, and Vendavo may block any crawlers at its sole discretion. The use authorized under these TOU is non-commercial in nature (e.g., you may not sell any of the Content you access on or through this Vendavo Website). All other use of this Vendavo Website is prohibited. Except for the limited permission in the preceding paragraph, Vendavo does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. You may not either reverse engineer or mirror any of the content from this site on another website or in any other media. Any software and other materials that are made available for downloading, access, or other use from this site with their own license terms will be governed by such terms, conditions, and notices. Your failure to comply with such terms, these TOU or any of the terms on this site will result in automatic termination of any rights granted to you, without prior notice, and you must then immediately destroy all copies of downloaded materials in your possession, custody or control.

Use of Vendavo Websites and Content

The Vendavo Websites and Content are for your non-commercial use, that is, your use must not be intended for or directed towards commercial advantage or monetary compensation. As a condition of your use of the Vendavo Websites, you warrant to Vendavo that you will not use the Vendavo Websites for any purpose that is unlawful or prohibited by these TOU. You may not use the Vendavo Websites in any manner which could damage, disable, overburden, or impair any Vendavo Website or interfere with any other party’s use and enjoyment of it. You may not use the Vendavo Websites to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the applicable Vendavo Website. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Vendavo Websites, is the property of Vendavo or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Vendavo Websites. Vendavo Content is not for resale. Your use of the Vendavo Websites does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use protected Content solely for your personal use, and will make no other use of the Content without the express written permission of Vendavo and the copyright owner. You agree that you do not acquire any ownership rights in any protected Content. Vendavo does not grant you any licenses, express or implied, to the intellectual property of Vendavo or our licensors except as expressly authorized by these TOU.

Personal Information, Privacy and Data Protection

To learn more about the personal information Vendavo collects about you through the Vendavo Websites and how we use that, as well as to learn more about your rights in relation to such personal information (including to opt out of marketing communications, request correction or deletion of, or access to, your personal information) please refer to Vendavo’s Privacy Policy. For details regarding the technologies we employ, please reference Vendavo’s Cookie Policy.

Links to Third Party Sites/Third Party Services

Vendavo Websites may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Vendavo and Vendavo is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Vendavo is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Vendavo of the site or any association with its operators. Certain services are made available via Vendavo Websites that are delivered by third party sites and organizations. By using any product, service or functionality originating from the Vendavo Websites, you hereby acknowledge and consent that Vendavo may share such information and data with any third party with whom Vendavo has a contractual relationship to provide the requested product, service or functionality on behalf of Vendavo Website users and customers. The sharing of personal information is described in more detail in Vendavo’s Privacy Policy.

International Users

The Vendavo Websites are controlled, operated and administered by Vendavo from our offices within the USA. If you access the Vendavo Websites from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through the Vendavo Websites in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Vendavo, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Vendavo Websites or services, any user postings made by you, your violation of any of these TOU or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Vendavo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Vendavo in asserting any available defenses.

Governing Law and Jurisdiction

To the maximum extent permitted, this agreement shall be governed by and interpreted in accordance with the laws of the State of California, USA, without reference to its conflicts of law provisions. Both parties hereby irrevocably consent to the personal and exclusive jurisdiction of the state and federal courts located in or having jurisdiction over Santa Clara County, California in relation to all disputes arising out of or relating to the use of the Vendavo Websites. The substantially prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and expenses incurred.

Class Action Waiver

Any disputes under these TOU will take place on an individual basis; class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE VENDAVO WEBSITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. VENDAVO AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE VENDAVO WEBSITES AT ANY TIME.VENDAVO AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE VENDAVO WEBSITES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. VENDAVO AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDAVO AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE VENDAVO WEBSITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VENDAVO OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE VENDAVO WEBSITES, OR WITH ANY OF THESE TOU, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICABLE VENDAVO WEBSITE. THESE TOU SHALL NOT BE CONSTRUED OR INTERPRETED TO CONFER ANY RIGHTS OR REMEDIES ON ANY THIRD PARTIES.

Termination/Access Restriction

Vendavo reserves the right, in its sole discretion, to terminate your access to any Vendavo Website and the related services or any portion thereof at any time, without notice. Use of the Vendavo Websites is unauthorized in any jurisdiction that does not give effect to all provisions of these TOU, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vendavo as a result of this agreement or use of the Vendavo Websites. Vendavo’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Vendavo’s right to comply with governmental, court and law enforcement requests or requirements relating to Your use of the Vendavo Websites or information provided to or gathered by Vendavo with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Vendavo with respect to the Vendavo Websites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Vendavo with respect to the Vendavo Websites. A printed version of these TOU and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be written in English.

Changes to Terms

Vendavo reserves the right, in its sole discretion, to change the terms under which Vendavo Websites are offered, including these TOU. The most current version of the TOU will supersede all previous versions. Vendavo encourages you to periodically review the TOU to stay informed of our updates.

Electronic Communications

Visiting www.vendavo.com or any other Vendavo Website or sending emails to Vendavo constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Vendavo Websites, satisfy any legal requirement that such communications be in writing. Personal information will be processed in accordance with Vendavo’s Privacy Policy.

Children Under Thirteen

Vendavo does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use the Vendavo Websites only with permission of a parent or guardian.

Contact Us

Vendavo welcomes your questions or comments regarding the TOU or Vendavo Websites:

Vendavo, Inc.
1401 17th Street, Suite 800
Denver, Colorado 80202

Email Address: compliance@vendavo.com
Telephone number: 303-309-2320

Effective as of January 1, 2020