Terms Of Use

These Terms of Use (the “Terms”) govern your (“you” or “User”) access to and use of our electronic services, such as the Vendor Management System, Hosted SaaS Environment, and website (collectively, the “Service(s)”) that are provided by VNDLY Inc. (“VNDLY,” “us,” “we,” or “our”). VNDLY contracts with and provides Services to various companies (the “Company”). By virtue of your relationship with a Company, you may be granted access to the Services. However, in certain instances, you may also have the opportunity to individually create an account and access the Services without a relationship to a Company.

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

  1. Use of the Service. These Terms, which incorporate our User Privacy Policy, constitute a legally-binding agreement between VNDLY and you. By using the Service you agree to be bound by and comply with these Terms, as well as any applicable Company contracts or policies which may also govern your use of the Service. You may only use the Service in compliance with these Terms. The Service is not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are at least 18 years old.
  2. 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.
  3. 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 applicable owner.
    1. 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 carefully about what you share.
    2. 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.
    3. Questions regarding the use of any intellectual property provided on the Service should be directed to support@vndly.com.
  4. 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 Company 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.
  5. Privacy Policy. Any information you provide to us is subject to our User Privacy Policy, which is incorporated into these Terms and governs our collection and use of your information in the Service. By using the Service you consent to the collection and use of this information as provided by our Privacy Policy.
  6. 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.
  7. 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.
  8. 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:
    1. 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.
    2. Uploading spyware or any other malicious software to the Service.
    3. Using the Service in a manner harmful to VNDLY or any third party.
    4. Using the Service in any way that violates any applicable laws, rules, or regulations.
    5. Taking any action that imposes an unreasonable or disproportionately large load on the Service infrastructure or that otherwise adversely affects performance of the Service.
    6. 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.
    7. 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.
  9. Third-Party Websites. Links to third-party websites are provided for your convenience and reference only. We have no control of these sites, and we are not responsible for their content. We do not endorse, and are not responsible in any way for, any content on these sites and we expressly disclaim any endorsement or responsibility for such content. When you travel from the Service to another website, whether through links provided on the Service or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to assess the privacy policy of these sites before you provide any personal information.
  10. For Users Outside of the United States. VNDLY is based in the State of Ohio in the United States. The Service is only intended for Users in the United States, Canada, and Mexico. Users’ acknowledge that VNDLY does not warrant or represent that this Policy or the Service’s use of your Personal Information complies with the laws of any other jurisdiction outside of the United States. Regardless of the country in which such information is stored, we will process your Personal Information in accordance with this Policy.
  11. 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.
  12. 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.
  13. Liability. UNDER NO CIRCUMSTANCES SHALL VNDLY OR VNDLY PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES OF ANY KIND. THE ALLOCATION OF RISK SET FORTH IN THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VNDLY. BY ACCESSING THE SERVICE SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” Some jurisdictions do not permit limitations of liability and in those jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall apply to the fullest extent permitted by law.
  14. 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.
  15. 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.
  16. 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.
  17. Modification. VNDLY may modify these Terms. You should review the Terms regularly. 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.
  18. Arbitration
    1. 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.
    2. 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.
    3. 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).
    4. 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.
    5. Nothing in this Section 18 will limit VNDLY’s ability to seek equitable relief in any court of competent jurisdiction.
  19. 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.
  20. 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.
  21. 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.
  22. 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.
  23. 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, governmental act, failure of common carriers (including without limitation internet service providers and web hosting providers), or shortages of transportation facilities, fuel, energy, labor, or materials.
  24. 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.
  25. 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.
  26. 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.
  27. VNDLY Contact Information. Questions can be directed to VNDLY at: support@vndly.com.