Terms of Service

1. Acceptance of Terms

By accessing or using the VendorX Platform, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any part of these terms, you must not use the platform.

By accessing the VendorX admin portal, deploying a tenant environment, or using any VendorX API or service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you must immediately cease all use of the VendorX Platform. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Platform License

VendorX grants you a non-exclusive, non-transferable, revocable license to use the platform in accordance with your subscription or partner agreement.

Subject to your compliance with these Terms and payment of applicable fees, VendorX grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

• ✓Access and use the VendorX platform administration portal to configure, manage, and monitor your licensed tenant environments.
• ✓Deploy white-labeled tenant storefronts and order management portals for your end customers under your own brand and subdomain, subject to the tenant limits specified in your license agreement.
• ✓Integrate with VendorX APIs and webhooks to build custom workflows, reporting tools, or connections to external systems, provided such use complies with our API usage policies.

The platform is provided as a white-label, multi-tenant service with tenant isolation enforced through four independent layers: (1) Entity Framework Core query filters at the application layer, (2) a per-request tenant-scoped PostgreSQL session variable, (3) a database-command verification interceptor that fails closed if tenant context is not set, and (4) PostgreSQL Row-Level Security policies enforced on every tenant-scoped table. You may not sublicense, reverse-engineer, or attempt to extract source code from the platform.

3. Partner Obligations

As a VendorX Partner, you agree to the following obligations. These requirements exist to maintain the quality and integrity of the VendorX partner ecosystem.

• ✓Deal registration. All prospective tenant opportunities must be registered through the VendorX Partner Portal prior to presenting a commercial proposal. Unregistered deals are not eligible for wholesale pricing protections or co-sell support.
• ✓Records access and dispute window. VendorX is the system-of-record for tenant counts, measurable usage, and approved add-ons; monthly invoices are derived directly from platform telemetry rather than from partner self-reporting. Partners do not submit billing reports. Partners agree to review each monthly invoice within fifteen (15) calendar days of issuance and to raise any objection in writing within that window. Objections not raised within the dispute window are deemed waived as to the affected invoice, except as provided under the Records inspection clause below.
• ✓Certification requirements. Partners must complete VendorX platform certification before independently onboarding tenants without VendorX oversight. Certification covers platform administration, tenant configuration, and basic technical troubleshooting. Recertification is required annually or following a major platform version release.
• ✓Tenant activation SLA.Registered deal opportunities must progress to a live, active tenant within 90 days of deal registration. Deals that remain inactive beyond 90 days may be released from deal registration protections at VendorX’s discretion.
• ✓Branding and conduct. You may not misrepresent your relationship with VendorX, claim to be VendorX, or make warranties about the platform beyond what VendorX officially provides. All marketing materials referencing VendorX must be submitted for approval prior to public distribution.

4. Fees & Wholesale Licensing

Your participation in the VendorX partner program is subject to the fee structure and wholesale licensing terms specified in your executed Partner Agreement. The following general terms apply to all partners unless otherwise superseded by a signed order form.

• ✓Platform licensing fees. Partners pay annual licensing fees based on their partner tier (Starter, Growth, VAR, Enterprise). Partners purchase platform access at a wholesale discount off MSRP and set their own retail pricing to end customers.
• ✓Wholesale discount model. The wholesale discount ranges from 20% to 30%+ based on tier and annual commitment. Activation fees apply for each new tenant deployment.
• ✓Monthly billing statements. All fees are non-refundable except as required by applicable law. VendorX provides monthly billing statements detailing licensing fees, activation fees, and any additional charges.
• ✓Records inspection (dispute-triggered). VendorX does not conduct routine audits of partner records. In the event of (i) a timely written invoice objection that cannot be resolved by reference to platform telemetry, (ii) a documented suspicion of resale outside the agreed wholesale terms, or (iii) a regulatory or tax inquiry requiring corroboration of partner-side records, VendorX may request inspection of records relevant to the disputed period upon thirty (30) days written notice, no more than once per calendar year, conducted during normal business hours and at VendorX’s expense unless the inspection identifies a discrepancy of more than five percent (5%) in partner-favor, in which case the partner shall reimburse reasonable inspection costs. Partners shall maintain accurate records of their own resale transactions and end-customer pricing for a period of three (3) years to support tax, audit, and dispute resolution.

Partners are responsible for collecting and remitting all applicable taxes in the jurisdictions where they operate.

5. Data Ownership

The data created by or on behalf of a tenant — including but not limited to customer records, product catalogs, orders, quotes, pricing data, inventory levels, and communications — is and remains the exclusive property of the tenant and/or the Partner operating on the tenant’s behalf.

VendorX operates as a data processor with respect to tenant data. We process tenant data solely to provide the platform services described in these Terms and as directed by the tenant or authorized Partner administrator. VendorX will not:

• ✓Use tenant customer data for any purpose other than delivering the contracted platform services.
• ✓Disclose tenant data to other partners, tenants, or third parties except as required by law or as directed by the data owner.
• ✓Use tenant customer data to build, train, or improve products or services that compete with the tenant’s business.
• ✓Sell, license, or otherwise transfer tenant data to any third party without the tenant’s explicit written consent.

Partners are responsible for ensuring their use of tenant data complies with applicable data protection laws, including obtaining necessary consents from end customers.

6. Acceptable Use

You agree to use the VendorX Platform only for lawful purposes and in accordance with these Terms. You are prohibited from using the platform in any way that:

• ✓Violates any applicable local, state, national, or international law or regulation.
• ✓Attempts to gain unauthorized access to any part of the platform, other tenant environments, or VendorX backend systems.
• ✓Reverse engineers, decompiles, or attempts to extract source code from any component of the VendorX Platform.
• ✓Transmits spam, unsolicited bulk communications, or malware through platform email or notification channels.
• ✓Impersonates VendorX, another partner, or any third party in a way that is misleading or fraudulent.
• ✓Introduces viruses, trojans, worms, logic bombs, or other malicious code into the platform or its connected systems.
• ✓Interferes with or disrupts the integrity or performance of the platform or the data of other tenants.

VendorX reserves the right to investigate suspected violations, cooperate with law enforcement, and terminate or suspend access to any account found to be in violation of this section.

7. Service Levels & Uptime

VendorX targets platform availability of 99.9% measured monthly and publishes availability metrics to partners on request. Scheduled maintenance windows are excluded from availability calculations and will be communicated at least 48 hours in advance.

During the first twelve (12) months following the effective date of a partner subscription (the "Year One Period"), the 99.9% target is operational guidance only; VendorX does not provide a contractual performance or availability guarantee, and service credits are not available, during the Year One Period.

Following the Year One Period, partners on Enterprise tier subscriptions may become eligible for performance commitments and service credits in accordance with the VendorX Enterprise Service Level Agreement Exhibit ("SLA Exhibit") incorporated by reference into their executed Order Form. The SLA Exhibit defines numeric performance commitments (including API latency targets, error-rate thresholds, and tier-specific support-response targets), the credit schedule, measurement methodology, and excluded events. Direct customers and Starter, Growth, or VAR/Consultant tier partners are covered by the operational service levels listed below, without contractual remedies.

VendorX monitors platform health continuously and provides status updates through designated communication channels.

Operational service levels (informational, not a contractual remedy outside Enterprise tier)

Numeric performance commitments (API latency targets, support-response SLAs, error-rate thresholds, and the Service Credit schedule) are documented in the VendorX Enterprise SLA Exhibit incorporated by reference for Enterprise tier subscribers per their executed Order Form.

8. Termination

Either party may terminate this agreement upon sixty (60) days' written notice. Where the customer or partner has one or more active deployed tenants at the effective date of termination, VendorX shall maintain affected tenant deployments on a read-only and fulfill-existing-orders basis for an additional ninety (90) day customer-handover period following the termination effective date, during which time tenants and their downstream customers may extract data, transition to a successor platform, or wind down operations.

VendorX may terminate your account or suspend access immediately and without prior notice in the event of:

• ✓A material breach of these Terms that is not remedied within 15 days of written notice.
• ✓Non-payment of platform fees more than 30 days past the due date.
• ✓Violation of the Acceptable Use policy (Section 6), particularly any unauthorized access attempt or introduction of malicious code.
• ✓A legal requirement to do so (e.g., court order, regulatory directive).

Upon termination:

• ✓Data export. Where active downstream tenants exist at termination, you will have a ninety (90) day customer-handover period from the termination effective date to export tenant data in a portable format (JSON or CSV) via the Partner Portal. Where no active downstream tenants exist, the export window is sixty (60) days. VendorX will provide reasonable assistance with data export upon request.
• ✓Data deletion. Upon termination, you will retain access to data export tools for the customer-handover period (or for sixty (60) days where no active downstream tenants exist). VendorX will retain your data for the customer-handover period plus thirty (30) days following its expiration, after which it will be permanently deleted in accordance with our data retention policy.
• ✓Outstanding fees. Any outstanding platform fees, licensing fees owed, or other amounts payable under the Partner Agreement remain due and payable after termination.
• ✓Survival. Sections 4 (outstanding fees), 5 (data ownership), 8 (termination consequences), 9 (warranty disclaimer), 10 (limitation of liability), 11 (indemnification), and any provisions that by their nature should survive, will survive termination of these Terms.

9. Warranty Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VENDORX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. THE SERVICE LEVEL COMMITMENT IN SECTION 7 CONSTITUTES AN OBJECTIVE AVAILABILITY TARGET AND DOES NOT CREATE AN EXPRESS OR IMPLIED WARRANTY OF PERFORMANCE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDORX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

VENDORX'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO VENDORX DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless VendorX and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the platform, your violation of these Terms, or your violation of any third-party rights.

VendorX agrees to indemnify, defend, and hold harmless you from any third-party claims alleging that the platform as provided by VendorX infringes a valid United States patent, copyright, or trademark, provided you give VendorX prompt written notice and reasonable cooperation in the defense.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, internet or telecommunications infrastructure failures, power outages, or third-party service provider failures.

This section does not excuse payment obligations. The affected party must provide prompt written notice and use commercially reasonable efforts to mitigate the impact and resume performance.