Terms Of Use

VNDLY, INC.

User Terms of Use

Last Revised: August 17, 2022

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. and Workday Inc. (hereinafter jointly referred to as “VNDLY,” “us,” “we,” or “our”). VNDLY contracts with and provides Services to various companies (a “Company”). As used in these Terms, “using” includes without limitation visiting, browsing, clicking on links within, and accessing information, content, functionality, and/or services offered via the Services, whether as a guest or a registered user. 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.

PLEASE BE ADVISED THAT SECTION 18 OF THESE TERMS INCLUDES AN ARBITRATION CLAUSE. PLEASE READ THIS CLAUSE AND ALL OF THE TERMS TO ENSURE YOU UNDERSTAND AND ACCEPT THESE TERMS BEFORE USING THE SERVICES. BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES. YOU AGREE TO THESE TERMS AS WELL AS ANY APPLICABLE VNDLY AND/OR COMPANY POLICIES OR AGREEMENTS, IN THE USE OF THE SERVICES. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH VNDLY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS DESCRIBED IN SECTION 18 BELOW). IF YOU DO NOT AGREE TO THESE TERMS YOU SHOULD DISCONTINUE USE OF THE SERVICES IMMEDIATELY.

These Terms govern your use of the Service

  1. Use of the Service. These Terms 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. You hereby represent and warrant to VNDLY that you are of legal age to form a binding contract with VNDLY and otherwise have the full right, power, authority, and capacity to enter into, and to fully perform your obligations according to, these Terms.
  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. Additional terms and conditions also may apply to specific portions, services, or features made available on or through the Services. All such additional terms and conditions are hereby incorporated by this reference into this Agreement. In the event of a conflict between any such terms and conditions and this Agreement, such other terms and conditions shall prevail.
  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 about the impact the Content may have before sharing.
    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. Subject to your compliance with these Terms, VNDLY grants you a revocable right to use the Service in accordance with these Terms. In addition, 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.
  5. Privacy. Any personal information you provide while using the Service(s) is governed by the applicable Company’s 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 VNDLY 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 or any other breach of security involving the Service. VNDLY is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. VNDLY has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of this Agreement.
  8. Prohibited Conduct. You shall (a) use the Service in accordance with this Agreement and all applicable Laws, including privacy, export control, and sanction laws, (b) promptly report to VNDLY any flaws, errors, bugs, defects, or other problems in or with the Service that you identify, (c) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service, (d) comply with the applicable provisions of the Privacy Statement, (e) prior to inputting, or otherwise delivering to VNDLY, any content, data, material, or other information whatsoever, obtain the consent of any party from which consent may be required to so input or otherwise deliver to VNDLY any of the same, and (f) otherwise comply with the provisions of this Agreement.

    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 other person or entity or violates any law or contractual duty, (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, (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (iv) Impersonates any person or entity, including any employee or representative of VNDLY.
    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.

    Additionally, you shall not: (i) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (ii) bypass any measures VNDLY may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iii) run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or (iv) use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service.

    You shall not, directly or indirectly, (v) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, (vi) modify, translate, or otherwise create derivative works of any part of the Service, or (vii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

    The Service is protected by copyright, trademark, and other intellectual property and proprietary protections. By using any of the materials or information presented on the Service without appropriate license or attribution, you may be liable for violation of intellectual property laws. VNDLY may not be held liable for unauthorized use of materials or information appropriated from the Service.

  9. Third-Party Websites. Links to third-party websites are provided for your convenience and reference only. When you access third-party websites or resources, you do so at your own risk. 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 (if any) 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. 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. You 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, you acknowledge that Personal Information will be obtained and processed in accordance with this Policy, irrespective of where such information may otherwise be stored.
  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, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, VNDLY AND ITS OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, 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 ACKNOWLEDGE THAT, WITHOUT LIMITATION OF THAT OTHERWISE SET FORTH HEREIN, VNDLY IS IN NO WAY RESPONSIBLE (a) FOR ANY OUTCOME RESULTING FROM ANY SUBMISSION YOU MAKE USING THE SERVICE, (b) FOR DETERMINATIONS MADE OR NOT MADE BY ANY PARTY REQUESTING DATA FROM YOU OR REQUESTING YOUR PARTICIPATION ON OR USE OF THE SERVICE, INCLUDING ANY SUCH PARTY’S DECISION TO LIMIT, EXPAND, SUSPEND, TERMINATE OR OTHERWISE CHANGE ITS USE OF THE SERVICES, WHETHER ANY OF THE SAME IS MADE BEFORE, DURING OR AFTER ANY SUBMISSION IS MADE, (c) FOR THE TRANSMISSION, PRIOR TO RECEIPT BY VNDLY, OF ALL INFORMATION YOU PROVIDE, OR OTHERWISE INPUT, USING THE SERVICE, AND (d) IF YOU ARE UNABLE TO ACCESS THE SERVICES VIA THE WEBSITE AS A RESULT OF TECHNICAL OR OTHER DIFFICULTIES RESULTING FROM YOUR HARDWARE OR INTERNET CONNECTION. 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. Limitation of 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 AND, BUT FOR THEIR INCLUSION HEREIN, EACH PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. 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 THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 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. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU IN CONNECTION WITH THIS AGREEMENT MAY NOT EXCEED $100. You further acknowledge that (a) VNDLY will suffer irreparable harm, and that the amount of monetary damages would be extremely difficult or impossible to calculate, if you breach your obligations according to this Agreement, (b) if you breach your obligations according to this Agreement, VNDLY may seek, and you covenant not to dispute any attempt by VNDLY to seek, injunctive relief without proving actual damages and (c) remedies sought by VNDLY in accordance with this paragraph shall be in addition to, and without limitation of, any other rights to which VNDLY may be entitled according to this Agreement or Law.
  14. Limitation on Time to File Claims. EXCEPT WHERE PROHIBITED BY LAW, 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 attorneys' fees and costs) 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. VNDLY may terminate your access to the Website with or without cause, at any time, with or without notice to you. Immediately upon such termination, you will have no further right, title, or interest in or to the Website or any part thereof. VNDLY shall not be liable for any losses or damages arising from any such termination of service.
  17. Modification. VNDLY reserves the right, at its sole discretion, to modify or replace any of these provisions set forth in these Terms at any time. It is your responsibility to review the Terms regularly and check for changes. 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.
  18. Arbitration
    1. Process. Pre-Arbitration Dispute Resolution and Notification. YOU, ANY APPLICABLE COMPANY, VNDLY, and VNDLY Parties (the “Parties”) agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The Parties therefore agree that, before either party demands arbitration against the other, we will meet and confer in writing in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. YOU AGREE TO CONTACT US WITH DISPUTES BY CONTACTING US AT VNDLY, 4900 PARKWAY DRIVE STE 125, MASON OH 45040, USA.
    2. IF YOU AND VNDLY CANNOT RESOLVE ANY DISPUTE 30 DAYS AFTER VNDLY ACKNOWLEDGES RECEIPT OF THE DISPUTE, 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 INTERPRETATION, ENFORCEABILITY, 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). An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether the Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver.
    4. EITHER YOU OR VNDLY MAY BRING APPLICABLE CLAIMS IN SMALL CLAIMS COURT.
    5. NOTHING IN THIS SECTION 18 WILL LIMIT VNDLY’S ABILITY TO SEEK EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION.
    6. Class Action Waiver. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against VNDLY on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. 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. 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.
  19. 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.
  20. 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.
  21. 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. For the avoidance of doubt, neither Party has the power or authority to, and no Party may, assume or create any obligation or responsibility on behalf of the other.
  22. Force Majeure. VNDLY will not be liable for any delay or failure to perform resulting from causes beyond 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.
  23. 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.
  24. Severability. 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 the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
  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, in whole or in part, under these Terms and any such purported assignment is void and of no legal force or effect.
  26. Waiver of Terms. Any provision of this Agreement may be waived, terminated, or discharged with VNDLY's express consent at any time and in its sole discretion. The failure of VNDLY to insist upon the performance of any of the terms or conditions contained in this Agreement and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights. 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: info@vndly.com.