Last Revised: April 1, 2021
These Terms also include an Arbitration Clause in Section 18. Please read this clause and all of the Terms to ensure you understand and accept these Terms before using the Services. By using our Services, you agree to these Terms as well as any applicable Company policies or agreements, in the use of the Services. IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT USE THE SERVICE.
These Terms govern use of the Service
- Purpose of the Service. The Service is provided for informational purposes, the purposes of enabling communication between you and VNDLY, and to facilitate the functionality and features of the Vendor Management System, Hosted SaaS Environment, and other services as offered. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our Service or other products and services.
Service Ownership. The Service and all the data, material, content or
information herein, including any derivatives of or enhancements to the same (collectively, the
“Content”), and all intellectual property rights to the same (including trademarks, service
marks, trade names, trade dress), that appear in connection with the Service, are owned by or
licensed to VNDLY. Accordingly, you are not permitted to use the Service or Content in any
manner, except as expressly permitted by VNDLY in these Terms. The Service or Content may not be
copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or
distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute,
transmit, broadcast, or create derivatives without the express written consent of VNDLY or
- Your Content. Any Content you create or own or to which you have a license and use on the Service is Your Content. In sharing Your Content on the Service, you warrant and represent you have the legal right to use Your Content and grant VNDLY an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any services as described in these Terms and in any posted policies on the Service. The Services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think about the impact the Content may have before sharing.
- You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of the Service, copyrighted materials and trademarks that you see, hear, and use on the Service. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, VNDLY or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
- Questions regarding the use of any intellectual property provided on the Service should be directed to email@example.com.
- License. VNDLY grants you a revocable right to use the Service in accordance with these Terms. In addition to these Terms, you acknowledge that you are also subject to any VNDLY policies or guidelines governing the use of the Services and your personal information and any agreements between VNDLY and the Company. The Service is being licensed, not sold, to you by VNDLY only for use under the Terms. You do not acquire any right, title or interest in or to the Service or any associated content other than the limited license granted to you by these Terms. Any rights not expressly granted to you in these Terms are expressly reserved.
- Fair Credit Reporting Act Disclaimer. While VNDLY provides services to assist its business customers in identifying, sourcing and engaging candidates for various customer needs, VNDLY does not play a role in the evaluation or selection of any candidate, whatsoever. VNDLY is not a “consumer reporting agency” as defined by the Fair Credit Reporting Act. VNDLY does not create, maintain or assemble “consumer reports” as defined by the Fair Credit Reporting Act. VNDLY plays no role in any eligibility determination made by any VNDLY customer in evaluating candidates for any opportunity. In using these Services, you acknowledge that VDNLY is not subject to the Fair Credit Reporting Act and you understand any questions, concerns or issues regarding your eligibility for any position or opportunity should be directed to the company or individual offering the position or opportunity through the Services.
- User Account Responsibility. If you are given or create a password to access the Service, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify VNDLY immediately of any unauthorized use of your account. VNDLY is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.
Prohibited Conduct. You will not use the Service for any type of inappropriate
use. VNDLY has the right to determine whether any particular use constitutes inappropriate use
of the Service. The following are examples (although not a complete list) of inappropriate uses
that are prohibited:
- Transmitting or otherwise providing any harmful or objectionable content using the Service, including content that (i) violates or infringes in any way upon the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other proprietary right of any person or entity, (ii) impersonates another or is fraudulent, unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable, or (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
- Uploading spyware or any other malicious software to the Service.
- Using the Service in a manner harmful to VNDLY or any third party.
- Using the Service in any way that violates any applicable laws, rules, or regulations.
- Taking any action that imposes an unreasonable or disproportionately large load on the Service infrastructure or that otherwise adversely affects performance of the Service.
- Using the Service for unauthorized framing of or linking to, or access via automated devices, bots, agents, scraping scripts, intelligent search or any similar means of access to the Service or any other materials or information available from the Service.
- Engaging in any other action that, in the judgment of VNDLY, exposes it or any third party to potential liability or detriment of any type.
- Location of VNDLY’s Services. VNDLY’s Corporate headquarters is based in the State of Ohio within the United States. VNDLY provides access to their Products and Services within the United States, Australia, Canada, European Union, United Kingdom, and Mexico. Users’ acknowledge that VNDLY does not warrant or represent that this Policy, or the Products and Services use of Personal Information, complies with the laws of any other jurisdiction. Further, Users’ acknowledge that Personal Information will be obtained and processed in accordance with this Policy, irrespective of where such information may otherwise be stored.
- No Representations and Warranties. YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, FOR USE BY YOU AT YOUR OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, VNDLY AND ITS OFFICERS, MEMBERS, MANAGERS, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “VNDLY PARTIES”) DISCLAIM ANY AND ALL WARRANTIES (1) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF THE SERVICE OR INFORMATION AVAILABLE THROUGH THE SERVICE; (3) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICE.
- Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VNDLY OR VNDLY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VNDLY OR VNDLY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT VNDLY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER VNDLY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. VNDLY FURTHER MAKES NO WARRANTY THAT THE SERVICE WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT VNDLY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICE OR YOUR USE THEREOF. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
- Limitation on Time to File Claims. YOU AGREE THAT YOU MAY ONLY COMMENCE A CAUSE OF ACTION RELATED TO THE SERVICE WITHIN ONE (1) YEAR OF SUCH ACTION ACCRUING, AND ANY ATTEMPT TO BRING SUCH AN ACTION AFTER SUCH ONE (1) YEAR PERIOD IS BARRED.
- Indemnification. You agree to indemnify and hold harmless VNDLY and VNDLY Parties from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, agreements or promises made by you in these Terms or based on your use of the Service.
- Termination and Restriction of Access. In its sole discretion, VNDLY may terminate or suspend your access to the Service for breach of these Terms. VNDLY shall not be liable for any losses or damages arising from any such termination of service.
- Modification. VNDLY may modify these Terms. You should review the Terms regularly. In addition, VNDLY will post notice of modifications to these Terms on the Service. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Service after any such change is communicated shall constitute your consent to such change(s). If you do not agree to the modified terms for the Service, you should discontinue your use of the Service.
- You, ANY APPLICABLE COMPANY, and VNDLY each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents or information and the proposed resolution. You agree to contact us with disputes by contacting us at VNDLY, 4900 PARKWAY DRIVE STE 125, MASON OH 45040, usa. We will contact you based on the contact information you have provided us.
- If you and VNDLY cannot resolve any dispute after 30 days, the party seeking to pursue a claim will submit the claim to arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
- Any claim or dispute between you and VNDLY, and any claim by either against any agent, employee, successor, or assign of the other, including third parties, whether related to these Terms or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS' website (www.jamsadr.com).
- Either You or VNDLY may bring applicable claims in small claims court. Also, you and VNDLY each agree that any arbitration will be solely between you and us, not as part of a classwide claim. If any court or arbitrator determines that this classwide restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the classwide dispute must be brought in court.
- Nothing in this Section 18 will limit VNDLY’s ability to seek equitable relief in any court of competent jurisdiction.
- Class Action Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AND VNDLY EACH WAIVE ANY RIGHT TO PURSUE A DISPUTE ON A CLASSWIDE BASIS, INCLUDING BY JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR PROCEEDING.
- Jury Trial Waiver. TO THE EXTENT ALLOWED BY LAW, YOU AND VNDLY EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
- Governing Law; Venue. These Terms and the use of the Service will be governed by Ohio law without regard for its conflict of laws principles. For any claims not subject to the arbitration provisions of these Terms, all claims arising out of relating to these Terms or the Service, except as set forth in the Terms, must be litigated either in a federal court of the Southern District of Ohio or a state court located in Hamilton County, Ohio, and you and VNDLY consent to the personal jurisdiction of such courts.
- No Third-Party Beneficiaries or Partnership. These Terms do not create any third-party beneficiary rights or a joint venture, partnership, employment, or agency relationship.
- Force Majeure. VNDLY will not be liable for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances, such as acts of nature, fire, flood, earthquake, accidents, strikes, war, terrorism, quarantines or other governmental acts, failure of common carriers (including without limitation internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor, or materials.
- Complete Agreement. These Terms constitute the entire and exclusive agreement between you and VNDLY with respect to the Service, and supersede and replace any other agreements, terms and conditions applicable to the Service. The headers for these Terms are for convenience only and will not affect the interpretation of these Terms. If a provision of these Terms is found unenforceable the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.
- Assignment. VNDLY may assign any of its rights under these Terms to an affiliate or to any successor in interest to the business of VNDLY. You may not assign your rights under these Terms and any such purported assignment is void.
- Waiver of Terms. The failure of VNDLY to enforce these Terms for any period of time does not constitute a waiver of its right to enforce these Terms.
- VNDLY Contact Information. Questions can be directed to VNDLY at: firstname.lastname@example.org.