Merchant Agreement

BY EXECUTING AN ORDER FORM AND/OR A VENDORA MERCHANT AGREEMENT, IN EACH CASE THAT INCORPORATES THIS MERCHANT AGREEMENT BY REFERENCE (THIS “MERCHANT AGREEMENT”), BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS MERCHANT AGREEMENT OR BY USING ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED OR OTHERWISE MADE AVAILABLE BY VIRTUAL FULFILLMENT TECHNOLOGIES, INC. (“VENDORA”), MERCHANT AGREES TO BE BOUND BY AND COMPLY WITH THE FOLLOWING: THE TERMS AND CONDITIONS OF THIS MERCHANT AGREEMENT, ALL ORDER FORMS, THE VENDORA PRIVACY POLICY, THE TERMS OF USE, THE DATA PROCESSING AGREEMENT, AND ALL OTHER TERMS, CONDITIONS, AND POLICIES PERTAINING TO THE SERVICES AS DESCRIBED HEREIN, ALL OF WHICH ARE INCORPORATED INTO THIS MERCHANT AGREEMENT BY REFERENCE (COLLECTIVELY, THE “ADDITIONAL TERMS”), AS APPLICABLE TO THE SPECIFIC SERVICES MERCHANT USES. IF THIS MERCHANT AGREEMENT IS BEING ACCEPTED ONLINE BY CLICKING A BOX, THE INDIVIDUAL CLICKING THE BOX ACKNOWLEDGES THAT HE, SHE OR THEY IS ENTERING INTO THIS MERCHANT AGREEMENT ON BEHALF OF MERCHANT AND REPRESENTS AND WARRANTS THAT HE, SHE OR THEY HAS THE AUTHORITY TO BIND MERCHANT TO THIS MERCHANT AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT ACCEPT THIS MERCHANT AGREEMENT ON BEHALF OF MERCHANT.

IF MERCHANT DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, MERCHANT MAY NOT USE, AND SHALL CEASE USING, ANY VENDORA SERVICES, SOFTWARE OR HARDWARE. CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THIS MERCHANT AGREEMENT, INCLUDING IN APPENDIX A (DEFINITIONS). WHERE APPLICABLE, CERTAIN REFERENCES TO VENDORA MAY ALSO BE DEEMED TO INCLUDE VENDORA’S BANK PARTNERS AND/OR PAYMENT PROVIDER(S).

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE MERCHANT TO SUBMIT ANY CLAIMS MERCHANT HAS AGAINST VENDORA TO BINDING AND FINAL ARBITRATION. UNDER THE TERMS OF THIS AGREEMENT, (1) MERCHANT WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VENDORA ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) MERCHANT WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

The Parties agree as follows:

1.          Services.

1.1.         Order Form and Statements of Work. Throughout the Term, Merchant may order Services pursuant to one or more Order Form(s) and/or one or more SOWs. Each Order and SOW shall be part of and subject to the terms and conditions of this Agreement. Provider shall provide to Merchant the Services set forth in an Order Form and/or SOW in accordance in all material respects with the Specifications and the terms and conditions set forth in this Agreement and the applicable Order Form or SOW.

1.2.         Access and Use. Subject to and conditioned on Merchant's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants Merchant a limited, sub-licensable, non-exclusive, non-transferable, revokable license to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Merchant's internal use. Provider shall provide to Merchant the Access Credentials within ten (10) business days of the Effective Date, so long as the provisions in Section 1.3 are met when applicable. Merchant will be required to provide accurate, current and complete information as part of the registration process that enables Merchant to access the Service (“Registration Data”).

1.3.         Implementation and Services.  When Merchant orders any Services under an Order Form and/or SOW, then, upon request from Provider, Merchant will promptly provide Provider with any information, resources and assistance required by Provider to enable the implementation of the Services or ongoing provision of the Services for Merchant’s purposes as described on the Order Form and, if applicable, to provide training to the Employees. Any dates specified in an Order Form are estimates only and are contingent upon Merchant’s timely compliance with its obligations relative to such implementation and any dependencies on Merchant’s performance. If, and to the extent of, any default or breach on the part of Provider under this Agreement that is caused in whole or in part as a result of Merchant’s failure to timely perform its obligations under this Agreement, then Provider shall be entitled to relief from all liability with respect to such failure or delay, and may, in its sole discretion, terminate this Agreement, or any part thereof, upon five (5) days’ prior written notice to Merchant.  

(a)           As part of the Services, Provider may provide access to the Provider Platform, including certain Provider Apps. When Employees download or use the Provider Platform or any Employee-facing Provider App, Merchant must ensure its Employees read and agree to the Terms of Use on their own behalf or on behalf of Merchant, as applicable, which protects Provider’s rights in the Services and allows use of the applicable Provider App only for the purposes of Merchant (including its Employees) accessing and using the Services in accordance with this Section 1 and Section 2 below.

1.4.         Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a)           Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and

(b)           Merchant has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Merchant Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Merchant Systems or any other means controlled by Merchant or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

Notwithstanding anything to the contrary in this Agreement, all Services, including all Processing of Merchant Data by or on behalf of Provider shall be, to the best of Provider’s knowledge, provided solely from within, and on computers, systems, networks, and other infrastructure located in the United States.

1.5.         Reservation of Rights. Nothing in this Agreement grants Merchant  or any third-party other than the Provider any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

1.6.         Right to Modify Services. Provider reserves the right, in its sole discretion at any time, to make any changes to the Services and Provider Materials, or any part of the Services and Provider Materials, that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider's services to its Merchants; (ii) the competitive strength of or market for Provider's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services.

1.7.         Subcontractors. Provider may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor").

1.8.         Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Merchant's, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its sole discretion, that: (i) Merchant or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) Merchant or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 1.09 does not limit any of Provider's other rights or remedies, whether at law, in equity, or under this Agreement.

2.          Use Restrictions; Service Usage and Data Storage.

2.1.         Use Restrictions. Merchant shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Merchant shall not, except as this Agreement expressly permits:

(a)           copy, modify, or create derivative works or improvements of the Services or Provider Materials;

(b)           rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c)            reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part;

(d)           copy any features, functions, text or graphics of the Services, including without limitation, the structure, sequence or organization of the user interface of the Provider Systems.

(e)            bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;

(f)            conduct any penetration or vulnerability testing on the Service or Provider’s network; 

(g)            input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(h)           damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider's provision of services to any third party, in whole or in part (including but not limited to the use of automated systems or software (e.g. screen scraping) to extract data from Provider Systems or other aspects of the Services);

(i)            remove, delete, alter, or obscure any trademarks, Specifications, Documentation,  warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;

(j)            access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider Merchant), or that violates any applicable Law;

(k)           access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Provider's detriment or commercial disadvantage;

(l)            violate or breach any operating procedures, requirements or guidelines regarding Merchant’s use of the Services that are posted on or through the Vendora Platform or otherwise provided or made available to Merchant, including, without limitation, any action or inaction taken contrary to the requirements of PCI-DSS or

(m)         otherwise access or use the Services or Provider Materials beyond the scope of the authorization granted under this Section 2.1.

2.2.         Service Usage and Data Storage. Provider shall host the Services and Process Merchant Data on a hosted public cloud instance.  Notwithstanding anything to the contrary in this Agreement, including all Processing of Merchant Data by or on behalf of Provider, shall be provided solely from within, and on Provider Systems located in the United States.

(a)           Merchant may access the Services only through devices identified by Provider as compatible with and capable of accessing or supporting the Services using a wired or wireless connection to the internet. The Services do not function with every device and may only be used on approved Provider Hardware. Provider may alter which devices are approved as compatible with the Services in Provider’s sole discretion from time to time, provided that Provider will give Merchant reasonable notice unless such change is at the direction of a payment provider or regulator or due to a change in Applicable Law or Rules. Merchant is (a) solely responsible for the payment of any fees that may be imposed by its internet and/or data provider and (b) its use of the Services accessed via the internet is subject to the terms of any agreements in place with such internet and/or data provider and availability and uptime of those services and wireless equipment. Provider does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party.

(b)    Merchant will comply with the following requirements in connection with its use of the Services, specifically “Messaging Services” which entail Vendora storing, queuing, and transmitting customer communications through SMS, MMS, WhatsApp, e-mail, push notifications, in-app support chat, and automated or prerecorded voice drops through Vendora’s integrated carriers (presently Twilio for text and voice and SendGrid for e-mail). Merchant agrees to comply with the terms of Vendora’s integrated carriers as well. Each end-customer (“Guest”) must enter or affirm their own contact details and channel preferences; staff may modify those details only at that Guest’s express, contemporaneous request. The Merchant must keep verifiable proof of every consent (for example, a signed form, screen capture, or double-opt-in log) for five (5) years after the last message that relies on that consent, a retention horizon that matches the Federal Trade Commission’s record-keeping rule and the TCPA’s statute of limitations. Merchant and/or Employees are NOT permitted to add or modify Guest’s consent indication on his or her behalf unless specifically requested by that Guest. Merchant shall not send any communications, including transactional or commercial messages, to Guest in violation of Applicable Law and Rules, including without limitation the Telephone Consumer Protection Act of 1991, the CAN-SPAM Act (2003). Merchant agrees to send any communications, including transactional or commercial messages, to Guest in a manner consistent with the purposes for which the Guest has provided consent or has provided their information. A message is “transactional” only when it contains information strictly necessary to fulfil, confirm, or service a specific transaction—such as a digital receipt, order status, appointment reminder, password reset, or fraud alert—and must never include marketing, cross-sell, loyalty enrollment, or political content. For every channel the following minimum standards apply: (i) SMS/MMS/WhatsApp must show the Merchant’s brand, state “Msg & data rates may apply,” and include the opt-out instruction “Reply STOP to opt out”; standard keywords (STOP, END, QUIT, CANCEL, UNSUBSCRIBE and, after 29 April 2025, REVOKE or OPTOUT) must be honored within one business day, and promotional SMS may not be sent between 9 p.m. and 8 a.m. recipient local time; (ii) e-mails must contain accurate headers, a truthful subject line, the Merchant’s physical address, and a one-click unsubscribe that remains active for 30 days and is processed within ten business days, and any e-mail whose primary purpose is promotional must clearly identify itself as an advertisement; (iii) push notifications require the operating-system opt-in and must cease immediately when the user disables them; (iv) automated voice drops or IVR calls must begin with the Merchant’s name, provide a toll-free number or key-press opt-out, and may be placed only between 8 a.m. and 9 p.m. local time; and (v) in-app support chat may be used solely for customer-initiated assistance or ticket updates, must display the Merchant’s name and the agent or bot designation, must link to the Privacy Policy in the first automated reply, must mask payment-card or other sensitive data, must suppress proactive messages when the user closes or mutes the widget, may not contain promotional content absent separate marketing consent, and its transcripts (with timestamps and agent IDs) must be stored for five years. Regardless of channel, the Merchant shall not transmit sexually explicit material; hate or harassing content; promotions for firearms, ammunition, explosives, tobacco, cannabis, prescription or controlled substances; gambling or betting services; deceptive or high-risk financial offers such as payday loans, day-trading tips, multilevel-marketing schemes, credit repair, or “get-rich-quick” claims; counterfeit goods; malware, phishing, or other fraudulent activity. Messages may be sent only to first-party, permission-based contacts; purchased, rented, scraped, or third-party lists, and techniques such as header spoofing, snowshoeing, or grey-routing are prohibited. Vendora and its carriers may filter, rate-limit, or block traffic for compliance. The Merchant must complete any required brand and campaign registrations—including 10DLC, toll-free verification, or short-code leasing—before sending application-to-person text messages; carrier fines or surcharges incurred through non-compliance are the Merchant’s responsibility. For at least five years the Merchant must preserve evidence of consent, the content of each message, and proof of every opt-out and associated suppression. Finally, the Merchant grants Vendora a worldwide, non-exclusive, royalty-free license to store, copy, transmit, and display message content solely to deliver the Messaging Services and maintain internal back-ups, while the Merchant remains responsible for its own archives.

(c)           Guest Management and Messaging Programs. Merchant may be able to use the Services to create, send and manage marketing and other messages to Merchant’s Guest who have elected to receive offers and updates from Provider merchants they frequent or who provided their contact information to you directly. Provider is not involved in or responsible for your marketing or other messaging to Guest, except for providing the Services that facilitate the creation, delivery and management of messages by you to Guest via Provider or its affiliates. You are responsible for marketing or other messages that you send using the Services, the Content of those messages, ensuring you have appropriate consent to send those messages, and honoring any Merchant privacy choices and terms included in such messages, even if your Merchant Account is closed, suspended, or terminated. In using the Services, you will not use purchased, rented, or third-party lists of email addresses or phone numbers, and you may not use the Services to send unsolicited messages. You are responsible for ensuring that your transactional messages, marketing messages, and loyalty program and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing privacy, prepaid cards and special offers such as rebates and coupons.

(d)           Hardware. Hardware Terms are located in Appendix C.

2.3.         Guest may be able to use the Services, including digital receipts, to submit Feedback to you about their recent Merchant experience. When Guest submit Feedback using the Services, Provider will share that Feedback with Merchant and allow Merchant to send responses to Guest who have enabled replies to their feedback. Merchant may not use the Feedback features of the Services: (a) to send responses to Guest who have not enabled replies to their Feedback, (b) to request Guest Card Information, (c) to send Guest marketing messages, requests for information, or other communications unrelated to their Feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with Feedback from an individual Guest, you should contact support@vendora.io.

3.          Merchant Obligations.

3.1.         Merchant Systems and Cooperation. Merchant shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Merchant Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to Merchant's premises and Merchant Systems as is necessary for Provider to perform the Services; (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement; and (d) make the Content available to the Service by providing us with access throughout the term of this Agreement to any relevant APIs, along with all credentials required to access those APIs. Without the ability to access the Content, Provider cannot provide the Services. The greater the amount of Content that you make available to the Service, the more likely the Service will be able to provide you with Output that is useful to you and your Clients. With that in mind, Merchant acknowledges and agrees that Provider will not be liable to Merchant for any failure or delay in providing the Service which is the result of a failure of the APIs or the credentials to function for any reason, or if we are otherwise unable to access the Content for any reason.

3.2.         Effect of Merchant Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Merchant's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Merchant Failure").  Nothwithstanding Merchant’s Failure, Merchant will be responsible to maintain its Payment obligations as outlined in Section 6.3.  

3.3.         Corrective Action and Notice. If Merchant becomes aware of any actual or threatened activity prohibited by Section 3.1, Merchant shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

4.          Data Backup. The Services do not replace the need for Merchant to maintain regular data backups or redundant data archives. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF MERCHANT DATA.

4.1.         Downtime. may perform maintenance on the Services from time to time, which may result in service interruptions, delays, errors or bugs. Provider will not be liable for any such interruptions, delays, errors or bugs. Provider may contact Merchant in order to assist Provider with the Services and obtain information needed to identify and fix any errors

5.          Security.

5.1.         Provider will maintain then-current industry standard measures in providing the Subscription Service and will report to Merchant as soon as reasonably practicable any breaches of security or unauthorized access to the Service or the Third-Party Cloud Services platform (upon notice to Provider from the platform provider) that affect or involve Merchant (a “Security Breach”). Provider will use diligent efforts to remedy such Security Breach that is within its reasonable control.  Provider shall not be liable for any damages incurred by Merchant in connection with any unauthorized access resulting from the actions or inactions of Merchant, any User or the Third-Party Cloud Services platform.

5.2.         Merchant Control and Responsibility. Merchant has and will retain sole responsibility for: (a) all Merchant Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Merchant or any Authorized User in connection with the Services; (c) Merchant's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Merchant or through the use of third-party services ("Merchant Systems"); (d) the security and use of Merchant's and its Authorized Users' Access Credentials and Registration Data; (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Merchant Systems or its or its Authorized Users' Access Credentials, with or without Merchant's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; and (f) the security and control of its premises, equipment (including Hardware and associated firmware), and username(s) and access passwords to its Merchant Account. Merchant is fully liable for all activity of its Employees and Guest that occur under its Merchant Account, whether authorized by Merchant or not. Merchant agrees to immediately notify Provider if it becomes aware of any unauthorized activity under its Merchant Account and will cooperate with Provider to prevent any further unauthorized activity. Furthermore, regarding Hardware being shipped to the Merchant, Merchant agrees that change of title and ownership, and risk of loss, shall transfer to Merchant at the point of shipment.

5.3.         Access and Security. Merchant shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Merchant Data, including the uploading or other provision of Merchant Data for Processing by the Services. Where applicable, Merchant will hold an active Software subscription license for all Hardware devices. In the event that Merchant does not have an active Software subscription license for all Hardware devices, Provider shall have the right, in its sole discretion, to (i) either deactivate such devices or begin charging Merchant the applicable Software Fees for such devices, and (ii) irrespective of whether the devices are deactivated per clause (i), to charge Merchant for any historical Software Fees that would have been due by Merchant to Provider for use of these devices.

6.          Fees and Payment.

6.1.         Fees and Payment. Merchant shall pay Provider the fees in the manner set forth in the Order Form and/or SOW.  All amounts are due and payable as specified in the applicable Order Form.

6.2.         Taxes. All Fees and other amounts payable by Merchant under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Merchant is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Merchant hereunder, other than any taxes imposed on Provider's income.

(a)           Provider may charge Taxes, as required by law, which Merchant agrees to pay, unless Merchant provides Provider with valid exemption documentation satisfying applicable legal requirements of the relevant tax authority. Tax exemption will only apply from and after the date Merchant provides exemption documentation satisfactory to Provider. Taxes shall not be deducted from the payments to Provider, except as required by law, in which case Merchant shall increase the amount payable as necessary so that after making all required deductions and withholdings, Provider receives and retains (free from any Tax liability) an amount equal to the amount it would have had no such deductions or withholdings been made.                      

(b)           Provider may provide automated tax calculations through third party tools and/or an integrated tax‑calculation engine for an additional fee. These calculations and any related reports (“Tax Materials”) are offered solely for convenience and are only estimates. Merchant remains fully responsible for verifying every rate and amount and for meeting all tax obligations; do not rely on the Tax Materials as legal or tax advice. Provider disclaims all liability for taxes and any consequences arising from their calculation or reporting.

(c)           Merchant is responsible for determining and fulfilling its obligations under Applicable Law to report, collect, and remit any applicable Taxes, duties, or other governmental fees on the sale of Merchant’s products and services, payments received, or any other transactions arising from or out of Merchant’s use of the Services. Provider makes no representation or warranty that the Services, Hardware, or Professional Services will enable Merchant to meet the tax requirements applicable to Merchant in a specific jurisdiction. In certain jurisdictions, Provider may be required to collect and remit state and local sales, use, or similar taxes from the Customer on behalf of Merchants and remit such taxes directly to the tax authority under state or local laws in Marketplace Facilitator Jurisdictions. In Marketplace Facilitator Jurisdictions, Provider will inform Merchant that Provider will remit any applicable taxes to the tax authority, to the extent required under the law, and Provider will be relieved of any responsibility to remit such Taxes to Merchant. Any Taxes that Provider is not required to collect and remit on behalf of Merchants in the Marketplace Facilitator Jurisdictions and non-Marketplace Facilitator Jurisdictions will remain the responsibility of the Merchant and Merchant will be responsible for remitting such Taxes to the appropriate tax authorities.                      

(d)           Provider may be obligated under Applicable Law, including tax laws, to report Required Tax Reporting to tax authorities and/or with respect to Merchant’s use of the Services. Upon request, Merchant shall provide Provider with the necessary information, or other reasonable assistance as appropriate to the request, so that Provider can comply with all applicable tax compliance or reporting requirements. Merchant acknowledges that Provider will report to the applicable tax and revenue authorities the Required Tax Reporting. Merchant agrees to cooperate in good faith in response to any tax authority inquiry, audit, controversy, and/or examination for purposes of substantiating and documenting Taxes collected and remitted pursuant to sales under this Agreement.

(e)           Provider may report annually to the Internal Revenue Service and applicable state tax authorities as required by Applicable Law, Merchant’s name, address, telephone number, Tax Identification Number (including, but not limited to a Social Security Number (SSN), or Employer Identification Number (EIN)), applicable IRS account numbers, the total gross dollar amount of the Payments Merchant receives in a calendar year, and the total gross dollar amount of the Payments Merchant receives for each month in the applicable calendar year, without regard to adjustments for applicable credits, cash equivalents, discount amounts, fees, refunded amounts, or any other amounts, the dates of any transactions, designated merchant category codes, applicable backup withholding details. Such criteria and thresholds noted above may vary, depending on Applicable Law. Merchant further acknowledges and agrees that Provider may take action in accordance with Applicable Law, including initiating backup withholding, when appropriate.

6.3.         Merchant’s Fees for Software will remain unchanged during the Initial Term of this Agreement. Provider reserves the right to change (i) Card processing rates and other non-Software Fees at any time during the Term upon thirty (30) days’ prior written notice to Merchant, and (ii) any Fees at the beginning of, or at any time during, a Renewal Term upon thirty (30) days’ prior written notice to Merchant. In each case, such notice will include the effective date of the change(s). If Merchant does not accept such change(s) made pursuant to this Section 6.3, then Merchant shall provide Provider with written notice, prior to the effective date of such change(s), that: (a) in the case of a non-Software Fee increase or a Fee increase for any Software subscription module (other than Provider’s monthly POS core tablet subscription), Merchant has elected to remove such applicable non-Software product or service or the Software subscription module that is subject to the Fee change; or (b) in the case of a change in Card processing rates or in the Fee for Provider’s monthly POS core tablet subscription, Merchant has elected to terminate this Agreement. If Merchant does not provide written notice pursuant to the immediately foregoing sentence, or if Merchant otherwise continues to use the applicable Services subsequent to the effective date of any change in Fees and/or Card processing rates, then Merchant shall be deemed to have accepted such change(s). In the event of a termination by Merchant pursuant to clause (b) of this Section 6.3, the Early Termination Fee under Section 8.4 shall not apply.  (other than the processing fee for Software financing). In the event Merchant elects to remove a product, service or module or to terminate the Agreement pursuant to Section 6.3(a) or Section 6.3(b), any amounts prepaid by Merchant as of the date of such removal or termination shall be non-refundable

6.4.         All amounts invoiced hereunder are due and payable as specified in the applicable Order Form and/or SOW. In the event that Provider inadvertently did not provide Merchant with an invoice, the invoice provided by Provider reflected incorrect amounts owed by Merchant, or Merchant did not otherwise receive an invoice from Provider, Merchant is still responsible for paying any Fees and/or other amounts due based on Services provided. Unpaid Fees that are not the subject of a written good faith dispute are subject to a finance charge of 1.5% per month, with interest compounding monthly, (or 19.56% annually) on any outstanding balance, or the maximum permitted by Applicable Law and Rules, whichever is lower, plus all reasonable expenses of collection, including reasonable attorneys’ fees and costs. Such unpaid invoices, finance charges and expenses may be deducted from the deposit of any Net Sales Proceed under Section 5 of the Payment Processing Terms. Without prejudice to any right to set-off which Provider may be entitled to as a matter of law, Provider may set-off any amounts due to Merchant, including any Net Sales Proceeds, against any amounts owed or other liabilities of Merchant, now or at any time hereafter due, owing or incurred by Merchant to Provider under this Agreement.

6.5.         Merchant shall provide Provider with a method of payment for debits (charges), and a method of receiving payments for credits (reimbursements), associated with Fees or other amounts owing for Services in a form acceptable to Provider, which may include a bank account and/or a debit or credit card. Merchant authorizes Provider to store bank account information and payment card information provided by Merchant for any use authorized by Merchant, as permitted by this Agreement, or as permitted by any other agreement as between Merchant and Provider. Merchant represents that the payment method provided is owned by the Merchant, established and used for business purposes, and is held by a financial institution in the Merchant’s country and denominated in the local currency. You may update or cancel this authorization any time within Provider systems or by contacting support@vendora.io. This authorization will remain in effect until updated or canceled. The withdrawal of any authorization does not affect the validity of the storage or use by Provider of bank account or payment card information prior to the withdrawal of the authorization.

6.6.         Payment Disputes. Merchant may in good faith dispute part or the entirety of an invoice by: (i) providing written notice to Provider of such dispute within fourteen days of charge; (ii) providing a reasonably detailed description of the dispute, at least sufficient to allow Provider to analyze the dispute, as part of the written notice; (iii) paying all undisputed amounts when due; and (iv) paying all disputed amounts promptly after resolution of such dispute. The Parties will attempt in good faith to resolve any payment dispute arising out of this Agreement through negotiations between senior management or higher personnel of each of the Parties with authority to settle the relevant dispute for a period not to exceed ten (10) business days. Thereafter, either Party may seek any available remedy under this Agreement. 

6.7.                           Late Payment. If Merchant fails to make any undisputed payment when due then, in addition to all other remedies that may be available: (a) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Merchant shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for 30 days following written notice thereof, Provider may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Merchant or any other Person by reason of such suspension.

6.8.         No Deductions or Setoffs. All amounts payable to Provider under this Agreement shall be paid by Merchant to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

6.9.         Reimbursable Expenses. Merchant shall reimburse Provider for out-of-pocket expenses incurred by Provider in connection with performing the Services ("Reimbursable Expenses").

7.          Confidentiality.

7.1.         Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 7.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, Merchants, designs, specifications, prototypes, Cloud Services, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider and the financial terms and existence of this Agreement are the Confidential Information of Provider.

7.2.         Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

7.3.         Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for the Term and for three (3) years following the last day of the Term:

(a)           not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(b)           except as may be permitted by and subject to its compliance with Section 7.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 7.3; and (iii) are bound by appropriate confidentiality and restricted use obligations;

(c)           safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;

(d)           notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and

(e)           be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 7.

(f)            Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

7.4.         Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

8.          Intellectual Property Rights.

8.1.         Provider Materials. All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Merchant has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 1.2 or the applicable third-party license, in each case subject to Section 2.1. All other rights in and to the Provider Materials are expressly reserved by Provider. In furtherance of the foregoing, Merchant hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. Merchant may voluntarily submit Feedback at any time. Merchant hereby irrevocably assigns and transfers to Provider all right, title and interest (including all worldwide Intellectual Property Rights) in and to the Feedback and acknowledges that Provider is free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by Merchant or any Employee relating to the Services, Hardware, or Professional Services in Provider’s sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by Provider.

8.2.         Merchant Data. As between Merchant and Provider, Merchant is and will remain the sole and exclusive owner of all right, title, and interest in and to all Merchant Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 8.3.

8.3.         Consent to Use Merchant Data. Merchant hereby irrevocably grants all such rights, permissions and licenses in or relating to Merchant Data as are necessary or useful to Provider, its Subcontractors, and the Provider Personnel to enforce this Agreement and exercise Provider's, its Subcontractors', and the Provider Personnel's rights and perform Provider's, its Subcontractors', and the Provider Personnel's obligations hereunder.  This includes, without limitation, the rights and permissions for Provider to: (a) process, use, modify and share the Merchant Data to develop, improve and/or enhance the Provider Materials and any related artificial intelligence solutions, products or features; (b) use the Merchant Data to train Provider’s artificial intelligence models; or (c) create derivative works of the Merchant Data and sell such derivative works to third parties.

(a)           To be clear and notwithstanding anything to the contrary in this Agreement, Provider may create anonymized or aggregated data from Merchant Data, Guest Data and/or Personal Information that does not identify Merchant, any Guest or any Employees or any other identifiable individual. Such aggregated or de-identified data may include data analysis across Provider, its merchant Merchants and partners and may be used for any lawful purposes, including, to use, disclose, compile, distribute and publish anonymous statistical or analytical data regarding the performance, provision, and operation of the Hardware or Services, the development of new products or services or otherwise. Upon creation, as between Merchant and Provider, Provider shall own and retain all Intellectual Property Rights in and to such anonymized or aggregated data entirely without obligation to Merchant or restriction of any kind.

9.          Representations and Warranties.

9.1.                           Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

9.2.         Additional Provider Representations, Warranties, and Covenants. Provider will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

9.3.         Additional Merchant Representations, Warranties, and Covenants. Merchant represents, warrants, and covenants to Provider that Merchant owns or otherwise has and will have the necessary rights and consents in and relating to the Merchant Data so that, as it relates to itself and its end-user customers, and as received by Provider and Processed in accordance with this Agreement, Provider’s Privacy Policy, Terms of Use and any other agreements as incorporated by reference herein, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. Merchant also represents, warrants and covenants to Provider that (a) it is a legal resident of, or is a business entity authorized to conduct business in, any jurisdiction in which it operates; (b) the name identified by Merchant when Merchant registered is its legal name or business name under which it sells goods and/or services; and (c) the taxpayer identification number identified by Merchant is its legal taxpayer identification number.

9.4.         DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1 AND SECTION 10.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET MERCHANT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN MERCHANT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

9.5.         Limited Warranty and Return Policy.  Any Hardware sold by Provider to Merchant hereunder is covered by Provider’s Limited Warranty Policy and Provider’s Return Policy available in Appendix C, Hardware Policy.

(a)           Provider does not warrant that the Services, which may permit Merchant to process payments or use the Services on a compatible third-party device, will be compatible with all third-party devices or carriers. Merchant’s use of the Services may be subject to the terms of Merchant’s agreements with its third-party device manufacturers and carriers. Such carriers’ normal rates and fees, such as data transfer fees, may apply and Merchant is solely liable for the payment of all such carrier fees. All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by such manufacturer who is solely responsible for service and support for its hardware product. For service, support, or warranty assistance, Merchant will contact the manufacturer directly.

10.       Indemnification. Merchant will indemnify, defend and hold harmless Provider and its directors, officers, employees, its end-using customers, affiliates and agents from and against any and all losses, damages, liabilities, fines, fees, costs, expenses or other amounts whatsoever including all reasonable legal and accounting fees and expenses and all reasonable collection costs (including such amounts imposed or assessed by the Payment Networks or regulatory authorities) arising from any proceedings, claims, investigations or demands brought by any third party (including Payment Networks or regulatory authorities) to the extent resulting from or arising out of (a) Merchant’s use of the Services, other than those attributable to Provider’s gross negligence or willful misconduct, (b) Provider’s processing activities on behalf of Merchant, (c) Merchant’s, any Merchant’s Employees’ or end-user customers’ breach or non-performance of any provision of this Agreement; (d) any Tax assessment or any inaccuracy in any Tax Information provided hereunder; (e) any claims against Provider related to the use by Provider of any Merchant Data or any of Merchant’s intellectual property; (f) violation of any third-party right; (g) Merchant’s violation of any law, rule or regulation of the United States or any other country; (h)  any other party’s access and/or use of the Services with your unique name, password or other appropriate security code; and (i) any transaction, purchase, good or service in respect of which Provider provides, or provided, you with payment processing services in accordance with the Terms.

10.1.      Indemnification Procedure. Provider shall promptly notify Merchant in writing of any Action for which Provider believes it is entitled to be indemnified pursuant to Section 10.1. Merchant shall cooperate with Provider at the Merchant’s sole cost and expense. Merchant shall promptly assume control of the defense and shall employ counsel of Provider’s choice to handle and defend the same, at the Merchant’s sole cost and expense. Provider may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Merchant shall not settle any Action on any terms or in any manner that adversely affects the rights of any Provider without the Provider’s prior written consent, which shall not be unreasonably withheld or delayed. If the Merchant fails or refuses to assume control of the defense of such Action, Provider shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to Merchant, in each case in such manner and on such terms as Provider may deem appropriate. Merchant’s failure to perform any obligations under this Section 10.1 will not relieve Merchant of its obligations under this Section 10, except to the extent that Provider can demonstrate that it has been materially prejudiced as a result of such failure.

10.2.      Mitigation. If any of the Services or Provider Materials are, or in Provider's opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Merchant's or any Authorized User's use of the Services or Provider Materials is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:

(a)           obtain the right for Merchant to continue to use the Services and Provider Materials materially as contemplated by this Agreement;

(b)           modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or

(c)           by written notice to Merchant, terminate this Agreement with respect to all or part of the Services and Provider Materials, and require Merchant to immediately cease any use of the Services and Provider Materials or any specified part or feature thereof.

10.3.      Sole Remedy. THIS SECTION 10 SETS FORTH MERCHANT'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11.       Limitations of Liability.

11.1.      EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT FORSEEABLE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF THE REMEDY SET FORTH HEREIN HAS FAILED ITS ESSENTIAL PURPOSE; (b) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (c) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES (d) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2.      CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE (1)TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.       Term and Termination.

12.1.      Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term").

12.2.      Renewal Term. This Agreement will automatically renew unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 90 days prior to the expiration of the then-current term ("Renewal Term" and, collectively, together with the Initial Term, the "Term").

12.3.      Modification and Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(a)           Provider may suspend or terminate this Agreement at any time or any reason. Provider will take reasonable steps to notify Merchant of termination or these other types of Service changes by email or at the next time Merchant attempts to access the Merchant Account;

(b)           either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and

(c)           Provider may terminate this Agreement, effective immediately upon written notice to the other party, if Merchant: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(d)           Upon the Effective Date, Merchant agrees to pay Provider all Hardware and Software Fees, plus applicable Taxes, indicated in each applicable Order Form and/or SOW and for the entire duration of the Term. Unless otherwise agreed to by Provider, Merchant acknowledges and agrees that it may terminate this Agreement at any time following the Effective Date, and for the reasons outlined in this section 12.3, provided that Merchant shall remain responsible for payment of all Fees for Services provided by Provider through the effective date of termination. Additionally, Merchant shall incur and pay (a) an early termination fee equal to either (i) the remaining Fees for Services that would have otherwise been due for the remainder of the then-current Term.  

12.4.      Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a)           Merchant shall immediately cease all use of any Services or Provider Materials and promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider's Confidential Information; and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all systems Merchant directly or indirectly controls; and (iii) certify to Provider in a signed and notarized written instrument that it has complied with the requirements of this Section 13.4(c);

(b)           Provider may disable all Merchant and Authorized User access to the Provider Materials.

12.5.      Surviving Terms. Any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.

13.       Miscellaneous.

13.1.      Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.2.      Public Announcements. Merchant agrees that Provider may refer to your name and trademarks in Provider’s marketing materials and website, including but not limited to displaying Merchant’s logo, solely for the purpose of identifying you as a Merchant of Provider.

13.3.      Revisions and Disclosures. We reserve the right to amend this Agreement or the terms set forth in any Order Form and/or SOW at any time, with notice that we deem reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.  

13.4.      Notices. We may provide disclosures and notices required by law and other information about your Merchant Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Merchant Account or that you otherwise provided to Provider. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact  support@vendora.io. If we are not able to support your request, you may need to terminate your Merchant Account.

13.5.       Electronic Signature. Signatures transmitted and received electronically, such as through transmission of a scanned or faxed document, or via secure email or a service such as DocuSign or a process that otherwise requires typing your name and acknowledging it as an electronic signature, or electronically indicating assent, acknowledgement or acceptance of an agreement, document or other writing, are true and valid signatures for all purposes hereunder and shall bind the parties to the same extent as that of a live signature on paper. Any transactions or services resulting from the Merchant’s instructions which Provider receives in the Merchant’s name or under the Merchant’s credentials, including any electronic signature, shall be deemed to have been “a writing” and authenticated by the Merchant “in writing” for purposes of any law in which a writing or written signature is needed or required. All electronic signatures and records maintained by Provider of transactions under the Merchant’s or its authorized users’ credentials shall be

13.6.      Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

13.7.      Future Functionality. Merchant agrees that it has not relied on the availability of any future functionality of the Services or any other future product or service in executing this Agreement or any Order Form.  Merchant acknowledges that information provided by Provider regarding future functionality should not be relied upon to make a purchase decision.

13.8.      Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

13.9.      Entire Agreement. This Agreement, together with the Order Form, Vendora Terms of Use, Intellectual Property Policy, Data Processing Agreement, Privacy Policy, any other agreement on Vendora’s website or as part of its Services, any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, attachments, and appendices, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, attachments, and appendices;  (b) second, the applicable Order Form or SOW unless the Parties expressly indicate in the Order or SOW an intent to deviate from the terms of the Agreement; (c) online terms, including but not limited to Vendora Terms of Use, Intellectual Property Policy, Data Processing Agreement, Privacy Policy, any other agreement on Vendora’s website or as part of its Services.

13.10.   Assignment. Merchant shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Merchant (regardless of whether Merchant is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Provider's prior written consent is required. No assignment, delegation, or transfer will relieve Merchant of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.

13.11.   Force Majeure.

(a)           No Breach or Default. Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including, but not limited to, Third Party Platform Providers, God or a public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unforeseen vendor issues, degradation of telephone or other communication services, change in law or regulation and compliance therewith, or unusually severe weather conditions.

(b)           Cure Period. The Party affected by a Force Majeure Event shall diligently attempt to remove such cause or causes and shall promptly notify the other Party of the existence of such Force Majeure Event and its probable duration. If and to the extent a Party is delayed in completing its obligations hereunder by a Force Majeure Event, then the time period for performance shall be extended for the period of time equal to the period of time during which such Party was delayed due to the Force Majeure Event without any additional costs or obligations to the unaffected Party.

13.12.   No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

13.13.   Export Controls. Merchant may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Merchant represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.

13.14.   Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

13.15.   Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

13.16.   Governing Law This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of this Agreement. The Uniform Computer Information Transactions Act, and the United Nations Convention on the International Sale of Goods, shall not apply to this Agreement.

13.17.   Pre-Arbitration Dispute Resolution. Most concerns can be resolved quickly and to all parties’ satisfaction by emailing Vendora’s Customer Care team at support@vendora.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Vendora should be sent to Virtual Fulfillment Technologies, Inc. at 169 Madison Ave #2425, New York NY 10016, Attn: General Counsel. The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Vendora do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Vendora may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Vendora or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Vendora is entitled.

13.18.   Dispute Resolution. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, OR IN CONNECTION WITH MERCHANT’S USE OF THE SERVICES OR OUR WEBSITES, SHALL BE DETERMINED THROUGH CONFIDENTIAL BINDING ARBITRATION IN DOVER, DELAWARE BEFORE ONE ARBITRATOR. THE CONFIDENTIAL BINDING ARBITRATION SHALL BE ADMINISTERED BY AAA PURSUANT TO ITS COMMERCIAL ARBITRATION RULES, AND THE PARTIES SHALL MAINTAIN THE CONFIDENTIAL NATURE OF THE ARBITRATION PROCEEDING AND THE AWARD, INCLUDING THE HEARING. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL NOT PRECLUDE EITHER PARTY FROM PURSUING A COURT ACTION IN THE STATE OR FEDERAL COURTS IN DOVER, DELAWARE FOR THE SOLE PURPOSE OF OBTAINING A TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION IN CIRCUMSTANCES IN WHICH SUCH RELIEF IS APPROPRIATE; PROVIDED THAT ANY OTHER RELIEF SHALL BE PURSUED THROUGH AN ARBITRATION PROCEEDING PURSUANT TO THIS AGREEMENT. IN ANY EVENT, ANY ACTION OR PROCEEDING BY MERCHANT AGAINST PROVIDER RELATING TO ANY DISPUTE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

13.19.   PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW AND RULES, MERCHANT AND VENDORA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH MERCHANT AND VENDORA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

13.20.   WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.21.   Equitable Relief. Merchant acknowledges and agrees that a breach or threatened breach by Merchant of any of its obligations under this Agreement would cause the Provider irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Provider will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

13.22.   Cumulative Remedies. Except as otherwise expressly set forth in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at Law, in equity, by statute, in any other agreement between the Parties, or otherwise.

13.23.   Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

APPENDIX A – DEFINITIONS.

“Agreement” means collectively: (i) this Merchant Agreement, (ii) the Vendora Terms of Use, (iii) any Order(s), (iv) the Privacy Policy, (v) Data Processing Agreement (vi) Intellectual Property Policy, and any other exhibit, addendum, schedule, or attachment to any of the foregoing that is incorporated by reference therein or herein.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise of more than 51% of the voting securities of a Person.

"Agreement" has the meaning set forth in the preamble.

“API” means an application programming interface that enables Provider to access your Content.

“Applicable Law´ means all federal, state, provincial, local and foreign laws, rules, regulations, regulatory guidance, and industry best practice (as may be enacted or amended from time to time) applicable to Merchant and/or Merchant’s business, including without limitation, any applicable tax laws and regulations, the requirements of the Bank Secrecy Act as amended by the USA Patriot Act (or similar law, rule or regulation), the requirements of the Office of Foreign Assets Control, the then-current version of the Payment Card Industry Data Security Standards as made available at https://www.pcisecuritystandards.org (“PCI-DSS”) and the Operating Regulations. For the purposes of this Agreement, Applicable Laws and Rules includes Applicable Data Protection Laws. Merchant shall refer to the following for applicable PCI-DSS and Payment Network requirements, as may be updated from time to time:                            

• PCI-DSS: www.pcisecuritystandards.org

• Visa’s CISP program: https://www.visa.com/cisp

• Mastercard’s SDP program: https://www.mastercard.com/sdp

• Discover’s DISC website: http://www.discovernetwork.com/fraudsecurity/disc.html     

• American Express’ website: https://www.americanexpress.com/us/merchant/merchant-regulations.html                             

"Authorized Users" means Merchant's employees,  contractors, and agents (a) who are authorized by Merchant to access and use the Services under the rights granted to Merchant pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

“Card(s)” means most U.S.-issued, and most non-U.S. issued, credit and debit cards with a Visa, Mastercard, Discover or American Express logo, and/or any other card types, if applicable, of which Provider reserves the right to add or remove at any time in its sole discretion.

"Confidential Information" has the meaning set forth in Section 7.1.

“Content” means any data, images, code, or other content (including, without limitation, text, graphics, audio files, video files, or computer software) that you or your Clients either: (i) publish, upload to, or use in conjunction with the Service; (ii) make available in conjunction with the Service, or (iii) allow the Service to access.

"Merchant" has the meaning set forth in the preamble.

"Merchant Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Merchant, Guest, or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Merchant Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Merchant or any Authorized User.

"Merchant Failure" has the meaning set forth in Section 3.2.

"Merchant Systems" means the Merchant's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Merchant or through the use of third-party services.

"Disclosing Party" has the meaning set forth in Section 7.1.

"Documentation" means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Merchant in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Effective Date" has the meaning set forth in the preamble.

“Feedback” means suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services, Professional Services and/or Hardware.

"Fees" has the meaning set forth in Section 6.1.

"Force Majeure Event" has the meaning set forth in Section 14.9.

Franchises Terms of Service means the then-current version of the terms and conditions available in Appendix D.

“Guest” has the meaning set forth in Section 2.2(b).

“Hardware” means any terminal, tablet, display, switch, router, card, cable, wall mount, printer or other item of physical hardware, as made available by Provider, and purchased under an Order.

“Hardware Terms” or means the then-current version of the processing terms and conditions available in Appendix C.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Merchant or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

"Initial Term" has the meaning set forth in Section 12.1.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Operating Regulations” means the collective body of Card brand and payment network by-laws, operating requirements and/or all other rules, policies and procedures, as each may be amended or supplemented from time to time, including but not limited to the Payment Card Industry Data Security Standards, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, the Mastercard Click to Pay Terms and Conditions, and any other program or requirement that may be published and/or mandated by a Card brand or payment network.

“Payment Network” means American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), Mastercard International Inc. (“Mastercard”), China UnionPay Co. Ltd., and/or Visa Inc. (“Visa”), and/or any other payment networks that Provider may utilize in its sole discretion.

“Payment Processing Terms” or “Payment Terms” means the then-current version of the processing terms and conditions available.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Information" means information that Merchant provides or for which Merchant provides access to Provider, or information which Provider creates or obtains on behalf of Merchant, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including Sensitive Personal Information (as defined herein). Merchant's business contact information is not by itself Personal Information.

"Process" means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

“Professional Services” means any implementation services and/or training provided by Provider to Merchant pursuant to an Order Form and/or SOW.

"Provider" has the meaning set forth in the preamble.

“Provider Apps” means, collectively, mobile applications made available by Provider as part of the Services, for download by Merchants, Employees or Guest, as applicable, that enable Merchants, Employees and Guest to interact with, access and use the Services.

"Provider Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Merchant's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.

"Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Merchant's access to or use of the Services, but do not include Merchant Data.

"Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.

“Provider Platform” means Provider’s proprietary online and offline software system either installed on Hardware, or made available for download by Merchant online, that enables Employees and Merchants to interface with, access and use the Services.

"Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.

"Receiving Party" has the meaning set forth in Section 7.1.

“Registration Data” has the meaning set forth in Section 1.2.

"Renewal Term" has the meaning set forth in Section 12.2.

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

“Reserve” or “Reserve Account” means an amount of Merchant funds designated by Provider and/or its payment providers that must be held and maintained by Provider and/or its payment providers, or by Merchant if directed by Provider, in order to protect Provider from risks related to Merchant’s acts or omissions as more fully described in Section 8 of the Payment Processing Terms.

"Resultant Data" means data and information related to Merchant's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Security Breach” means (i) any event that materially compromises the security, confidentiality, availability, integrity, or accessibility of Merchant's Confidential Information, including any Merchant Data and Personal Information or the physical, technical, administrative, or organizational safeguards that relate to the protection of the security, confidentiality, availability, integrity, or accessibility of Merchant's Confidential Information, including any Merchant Data and Personal Information, or (ii) receipt of a complaint in relation to the privacy and data security practices of Provider or a breach or alleged breach of this Agreement relating to such privacy and data security practices. Without limiting the foregoing, a material compromise shall include any unauthorized access to or disclosure, loss, alteration, access to, or acquisition of Merchant's Confidential Information, including any Merchant Data and Personal Information.

"Sensitive Personal Information" means an individual's (i) government-issued identification number, including Social Security number, driver's license number, or state-issued identification number; (ii) financial account number, credit report information, or credit, debit, or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual's financial account; or (iii) biometric, genetic, health, or health insurance data.

"Services" means the software-as-a-service offering described in Appendix B.

"Specifications" means the specifications for the Services or Deliverables set forth in the applicable Order Form and/or SOW and, with respect to the Subscription Services and to the extent consistent with and not limiting of the foregoing, the Documentation.

"Subcontractor" has the meaning set forth in Section 1.7.

“Taxes” means taxes, levies, or duties imposed by taxing authorities. “Vendora Account” means Merchant’s account with Vendora.

"Term" has the meaning set forth in Section 14.1.

"Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

"Usage Data" means any and all information reflecting the access or use of the Subscription Services by or on behalf of Merchant or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about Merchant's and its Authorized Users' access to or use of the Subscription Services, such as end user profile-, visit-, session-, impression-, click through-, or click stream-data.

APPENDIX B - ADDITIONAL PRODUCT SPECIFIC SERVICE TERMS

These terms supplement the terms in the Merchant Agreement and govern your use of the services mentioned in this appendix. This section contains service-specific terms that are in addition to the general terms.

1.     Point of Sale. Vendora offers a cloud‑hosted POS with a web and mobile back office.

 1.1. Compatible Environment, Hardware & Training

Merchant must supply, configure and maintain all devices, operating systems, browsers, peripherals, networking and power required for the POS. Vendora will evaluate Merchant’s hardware and software on a case‑by‑case basis but makes no assurance of initial or continuing compatibility and may suspend the POS if the merchant’s configuration becomes non‑compliant, insecure or unreasonably burdensome. Merchant shall appoint at least one “admin” to complete Vendora’s onboarding training, and any additional or remedial training is billable at Vendora’s then‑current rates.

1.2. Data Ownership, Privacy & License

Merchant retains all right, title and interest in transaction, catalog and customer data generated through the POS (“POS Data”) but grants Vendora and its Affiliates a worldwide, transferable, sub‑licensable, perpetual, irrevocable, royalty‑free license to host, copy, transmit, analyze, commercialize and sell POS Data (including in aggregated or de‑identified form) for any purpose, subject to applicable law and Vendora’s Privacy Notice, and each party will comply with all privacy, data‑protection and PCI‑DSS obligations applicable to it.

1.3.  Updates, Offline Processing, Support, Maintenance & Data Lifecycle

Vendora may push mandatory patches or feature updates as needed. Merchants who cannot comply risk suspension and liability for PCI‑DSS or network‑rule violations. When Merchant captures transactions offline, it must forward them within twenty‑four (24) hours and bears all chargeback, decline, or  risk. Vendora provides commercially reasonable cloud uptime (excluding issues traceable to Merchant hardware, internet or power) and publishes support hours. Scheduled or emergency repairs, maintenance, patches or upgrades (“Maintenance Work”) may degrade service quality or cause outages, and Vendora will attempt to minimize disruption; Vendora may also add, remove, modify or discontinue POS components or features (“Product Changes”) for reasons including product direction, law, security or supplier changes, which may require Merchant to patch, migrate data, update its systems or move to an alternative product. Within fourteen (14) days after termination or expiration of these POS Terms, Merchant may export its POS Data at no charge, after which Vendora may delete or anonymize the data and may charge professional‑services rates for any retrieval.

1.4. Third‑Party Integrations

Vendora integrates with various third parties including ERPs, accounting systems, and supplier APIs. Vendora is not liable for outages, data discrepancies, or delays caused by any third‑party platform and may suspend, modify, or discontinue an integration without liability if the third party alters its API or terms or imposes unreasonable costs or security risks.

1.5. Disclaimer & Limitation of Liability

Vendora is not liable for outages, errors or performance issues, internet connectivity or power; duplicate, delayed, failed or offline‑captured transactions; or any associated chargebacks, fines, lost profits or other damages, except to the extent liability cannot be excluded under applicable law and subject to any monetary cap in the Merchant Agreement.

2. Payments. Vendora enables your business to accept payments from various payment methods by linking them to an authorized payments processor.

2.1. Payment‑Processing Relationship

Merchant acknowledges and agrees that Company is solely a referral and facilitation platform, not a payment services provider, card acquirer, or money transmitter. All transactions initiated through the Services are processed exclusively by third‑party payment service providers approved by Company (“Approved PSPs”). By using the Services, Merchant expressly accepts and agrees to be bound by the applicable agreements, rules, and policies of each Approved PSP as linked below, which are incorporated herein by reference.

Approved Payment Service Providers

• Stripe – Stripe Services Agreement & Connected Account Agreement
  https://stripe.com/legal | https://stripe.com/legal/connect-account

• Worldpay Integrated Payments – Worldpay Merchant Services Terms and Conditions
  https://www.worldpay.com/en/legal/merchant-services-terms-conditions

Company may add or remove Approved PSPs at any time. Merchant may access a PSP only through Company’s onboarding flows, APIs, and credentials. Company retains sole discretion over all pricing, discount rates, and fees and may modify them on thirty (30) days’ notice.  Processing rates and other payment-related Fees are set out in the Order Form or any later notice from Company. Company may also deduct fees from settlement funds before they are distributed by the processor.Merchant shall not establish, renew, or use any other payment‑processing relationship without Company’s prior written consent; any attempt to do so is a material breach. Merchant authorizes Company to transmit Merchant information (including updates) to any Approved PSP and to instruct such PSP to deduct Company’s fees, reserves, or chargebacks from settlement amounts owed to Merchant.

2.2. Onboarding, Verification, and Ongoing Review

Company will review Merchant’s application (including any Order Form) and may share Merchant information, including bank‑account details, with Approved PSPs and third parties for underwriting, validation, and compliance purposes. Company or any Approved PSP may, in its sole discretion, decline to onboard Merchant or, if an Agreement has already been formed, immediately suspend or terminate it. Merchant must keep all submitted information accurate and current, promptly notify Company of any changes, and authorizes Company to relay such changes to Approved PSPs. Within five (5) business days of any request (or sooner if required by law, the Rules, or an Approved PSP), Merchant will provide additional documents or data—including supplier invoices, government‑issued identification, business‑license copies, or other records—and will permit reasonable inspection of its business premises. Merchant and each current beneficial owner (greater than 25% ownership) and designated control person authorize Company to obtain identity‑verifying information, consumer or investigative reports, background checks, and any data needed to satisfy the Bank Secrecy Act, USA PATRIOT Act, OFAC, or similar requirements.

2.3. Merchant Obligations, Network/NACHA Compliance, Liability, and Processing Errors

Merchant shall (i) comply at all times with the bylaws, rules, and regulations of every card network, NACHA, and each Approved PSP (collectively, “Network Rules”), including those governing chargebacks, data security, and prohibited activities; (ii) ensure its products, services, and transactions are lawful and permissible; (iii) fund and resolve all chargebacks, fines, assessments, taxes, and other liabilities; (iv) implement and maintain commercially reasonable fraud‑prevention, data‑security, and customer‑support measures; and (v) furnish any requested information or access and accept background checks as described above. Company and the Approved PSPs will use commercially reasonable efforts to correct processing errors they discover. If an error causes Merchant to receive fewer funds than entitled, Company or the relevant PSP will credit the shortfall; if an error causes Merchant to receive excess funds, Company or the PSP may debit or otherwise recover the overage, and Merchant authorizes such recovery, including by offset against future settlements. Company will correct only those errors that Merchant processes incorrectly if Merchant notifies Company within thirty (30) days after the error first appears on Merchant’s electronic transaction history; failure to provide timely notice waives any claim to additional amounts. Merchant shall indemnify and hold Company harmless from any claim, fine, cost, or loss (including reasonable attorneys’ fees) arising from Merchant’s breach of this Agreement, any Network Rule, NACHA rule, PSP requirement, or any processing error attributable to Merchant. Merchant must (bear sole responsibility for taxes, refunds, customer support, and product compliance. Vendora may immediately suspend or terminate payment capabilities for suspected non-compliance. Merchant authorizes Vendora to share transaction and Merchant information with Processors, card networks, regulators, and law-enforcement as necessary to provide the Services, mitigate risk, or comply with legal obligations. Merchant will cooperate with all reasonable information requests related to chargebacks, fraud, or compliance reviews.

2.4. Changes and PayFac Transition

Company may change processing parameters, suspend or terminate Merchant’s access to any PSP, or elect to operate as a registered payment facilitator (“PayFac”). Should Company become a PayFac, Merchant agrees, as a condition of continued use of the Services, to execute and be bound by Company’s then‑current PayFac merchant agreement (including any associated schedules, policies, and pricing); failure to do so constitutes Merchant’s immediate termination of this Agreement.

2.5. Survival

These payment‑services provisions survive termination of the Agreement and shall be construed in harmony with, and not in derogation of, the governing documents of each Approved PSP.

2.6. Equipment, Software, Connectivity, and Environmental Requirements

Merchant is exclusively responsible for procuring, installing, configuring, maintaining, updating, and securing all point-of-sale hardware, mobile devices, terminals, cables, routers, modems, operating systems, browsers, software applications, firewalls, anti-virus tools, and any other equipment or technology (“Merchant Systems”) required to access or use the Services. Merchant must also maintain continuous, reliable, and secure broadband or cellular data connectivity, electrical power, and (where applicable) battery back-up sufficient to complete transactions in real time. Any latency, interruption, degradation, incompatibility, or failure of Merchant Systems, power, or connectivity is solely Merchant’s risk and expense. Company shall have no duty or liability for Merchant Systems or connectivity issues, for any transaction delays, failures, duplications, or errors caused directly or indirectly by Merchant Systems, power loss, or network outage, or for any resulting refunds, chargebacks, fines, penalties, interest, damages, or lost profits. Merchant will indemnify and hold Company harmless from all claims and costs arising from or relating to Merchant Systems or connectivity.

2.7. Store-and-Forward and Offline Transactions

If Merchant elects—whether by device setting, fallback mode, or otherwise—to capture and temporarily store transaction data for later submission (“Store-and-Forward”) or to originate transactions while offline (“Offline Transactions”), Merchant assumes all risk that any such transaction may be declined, reversed, expired, voided, or not received by the applicable Approved PSP or card network. Funds for Store-and-Forward or Offline Transactions are not owed or guaranteed by Company unless and until the transaction is successfully authorized, captured, and settled by the applicable Approved PSP and the card network’s settlement system. Should a Store-and-Forward or Offline Transaction later be declined, result in a chargeback, or fail to be submitted within network or PSP time limits, Merchant will promptly reimburse (or Company may debit) all amounts previously credited to Merchant together with any associated fees, fines, or chargeback assessments. Company disclaims, and Merchant releases Company from, any liability for losses, damages, chargebacks, fees, or penalties arising out of Store-and-Forward or Offline Transactions, including failures due to stale authorizations, insufficient funds, expired cards, risk-threshold breaches, network rules, or PSP requirements. Merchant agrees to indemnify, defend, and hold Company harmless from and against any claim, cost, liability, or loss (including reasonable attorneys’ fees) arising from or related to Store-and-Forward or Offline Transactions, including any dispute involving customers, cardholders, PSPs, or networks.

3. First Party Online Storefront.  Vendora offers an online experience by provisioning and hosting a branded web storefront (and, if applicable, optional mobile applications) for merchants. The First Party Online Storefront enables you to sell goods and services, collect payments, and manage orders. You agree that we are not liable or responsible for any of your online websites, storefronts, or activities, or any compliance with any laws or regulations related to it.

3.1. Merchant Responsibilities

You agree to clearly post privacy and cookie policies and any other legally required terms on your e-commerce websites. You warrant that your websites and e-commerce activities comply with all applicable laws including consumer and e-commerce regulations. You acknowledge that Vendora will not be liable for policy omissions or non-compliance and will not provide legal advice regarding such terms, policies, or compliance. You are solely responsible for fulfilling and delivering all customer orders made through your e-commerce activities. You must make available to your customers a refund policy applicable to their online purchases. If you use delivery fulfillment services, through Vendora or outside of Vendora, you agree to comply with the terms of those fulfillment services. You bear full responsibility for all product or service claims and warranties made in connection with your e-commerce activities. You must handle all customer service matters including complaints, inquiries, payment issues, promotions, refunds, chargebacks, and product satisfaction concerns related to your e-commerce activities. You agree to provide complete and accurate contact information on your e-commerce websites so customers may submit comments, complaints, or inquiries to you. Vendora will not be liable for any product or service-related claims made against you by your customers or end users. You may not offer or sell products that are illegal, counterfeited, stolen, fraudulent, infringe intellectual property rights, are deemed inappropriate or offensive by Vendora, are prohibited by payment processors, or use third-party likenesses without consent. All commercial products must comply with applicable laws including intellectual property, consumer protection, product safety, and export control regulations.

3.2. Product Restrictions.

You may not offer or sell products that are illegal, counterfeited, stolen, fraudulent, infringe intellectual property rights, are deemed inappropriate or offensive by Vendora, or use third-party likenesses without consent. All commercial products must comply with applicable laws including intellectual property, consumer protection, product safety, and export control regulations.

3.3. Content and Restrictions.

You are responsible for all content you make available on your site, while Vendora owns and may use non-personally identifiable transactional or behavioral data to improve services. Vendora may preserve or disclose your content when required by law, and you are solely responsible for backing up your content. You may not upload, post, or transmit content that is hateful toward protected classes, constitutes spam or unethical marketing, involves dubious schemes like pyramid marketing, is pornographic, harms minors, involves stalking or harassment, impersonates others, manipulates identifiers, disrupts services, violates applicable laws, promotes illegal activities or violence, fraudulently manipulates SEO rankings or social media metrics, solicits credentials for unlawful purposes, exceeds your service scope, involves excessive advertising, uses files solely for external hosting, creates injurious user experiences, uses prohibited open source software, or abuses customer support services. If you use stock photos provided by Vendora, you agree to use them exclusively on your Vendora website and may not sell, modify, reuse, redistribute, or otherwise exploit such photos. Photos featuring individuals in unflattering or controversial ways must include a statement that the image is for illustrative purposes only and the individual is a model. Stock photos may not be used standalone without other content, for pornographic or unlawful purposes, for printed products, in retail products like calendars or posters, to imply endorsement, for file-sharing purposes, or in logos, trademarks, or service marks.

4. Third‑Party Delivery App Management. Vendora provides connections and integrations to supported delivery marketplaces and keeps catalog content, pricing, business information, and stock levels synchronized across them. Merchant authorizes Vendora to transmit, receive, cache, and modify such data to perform the Integration Services.

4.1. Marketplace Relationship

Merchant acknowledges and agrees that the contract for the sale and delivery of food or beverages is solely between Merchant and the Marketplace (or its end-users). Vendora is not a delivery provider, marketplace, or food establishment and bears no responsibility for delivery-related issues, chargebacks, or customer disputes. Each Marketplace may impose its own fees, terms of use, and policies. Vendora may pass through any Marketplace-imposed integration or API fees upon thirty (30) days’ written notice to Merchant. Merchant is solely responsible for complying with those terms and for all fees, commissions, taxes, or penalties they impose.

Merchant is exclusively responsible for (a) the accuracy, legality, and presentation of its catalog items, prices, images, taxes, modifiers, allergens, and other metadata displayed on any Marketplace; and (b) ensuring that such information complies with all applicable laws (e.g., ADA, FDA catalog-labeling). Vendora does not review or approve Merchant content. Merchant represents that it: (a) holds all licenses required to sell the products offered through each Marketplace; (b) will not list prohibited or restricted items; and (c) will not use the Integration Services in a manner that is fraudulent or defamatory or that infringes any third-party rights. Merchant shall indemnify, defend, and hold harmless Vendora, its officers, directors, and employees from any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or related to (i) Merchant’s products, catalog content, or pricing; (ii) Merchant’s relationship with any Marketplace; or (iii) Merchant’s breach of this section or any other agreement with Vendora. 

4.2. Data Privacy & Sharing

Merchant represents that it has all necessary rights and consents to provide Vendora any personal data or order information that will be shared with a Marketplace. Merchant must maintain a publicly available privacy notice that covers such sharing.

For clarity, “Merchant Data” means all catalog, transactional, behavioral, inventory, and support data that originates from Merchant’s activities on the connected Marketplaces and flows through the Services. Merchant retains ownership of this Merchant Data but grants Vendora and its affiliates a worldwide, perpetual, royalty-free license to collect, host, process, modify, anonymize, aggregate, analyze, and otherwise use it (a) to deliver, secure, and support the Services; (b) to maintain, improve, and market Vendora products; and (c) to create aggregated or otherwise de-identified analytics and insights (“Derived Data”), which Vendora exclusively owns. Any public disclosure of Derived Data will not identify Merchant, its customers, any Marketplace, or other third party. Vendora will not sell identifiable Merchant Data, share it with ad networks or data brokers, re-identify Derived Data, or use Merchant Data to compete with Merchant. These rights and restrictions survive termination and remain subject to applicable privacy laws and any stricter Marketplace data-use terms.

4.3.  Suspension Rights

Vendora may immediately suspend or throttle the Integration Services (in whole or in part) if the Merchant fails to pay amounts due to Vendora or any Marketplace; Merchant materially breaches this Agreement or a Marketplace’s policies; Vendora reasonably believes suspension is required to protect its platform, a Marketplace, or end-users from fraud, security threats, or unlawful activity.

5. Loyalty. Vendora provides the technology to enroll customers, track loyalty activity, and deliver merchant‑defined rewards across in‑store, online, and other touchpoints. Vendora’s role is strictly that of a technology provider; it is not a sponsor, trustee, or fiduciary of the program and assumes no responsibility for its accounting, taxation, or regulatory treatment.

5.1. Program Structure, Record‑Keeping, and Non‑Cash Nature of Rewards

The Merchant is the sole issuer and administrator of the loyalty program and is exclusively responsible for funding and honoring every reward the Merchant offers. The Merchant must determine the program’s structure—including earning rates, accrual rules, redemption thresholds, exclusions, and dispute‑resolution procedures—identify any goods or services that do not earn points, procure and fulfill rewards inventory, and maintain accurate records of points and redemptions. Points and rewards issued through the program are promotional only: they carry no cash or property value, do not constitute stored value or gift certificates, and may not be transferred, sold, or exchanged for cash. The Merchant is solely responsible for ensuring that the loyalty program and its terms comply with all Applicable Laws, including—but not limited to—consumer‑protection regulations and laws governing gift cards or stored value, which may apply to loyalty points in certain jurisdictions.

5.2. Participant Disclosures and Communication Requirements

Before a guest may enroll, the Merchant shall publish clear and conspicuous loyalty‑program terms and conditions through every channel used for enrollment. Those terms must explain how points are earned, calculated, and redeemed; describe any restrictions, exclusions, blackout dates, expiration, or forfeiture policies; and reserve the Merchant’s right to modify, suspend, or terminate the program. If the Merchant amends, suspends, or terminates the program, it must provide reasonable advance notice through the same communication methods originally used to market the program and comply with any notice periods required by applicable law and card‑network rules. Upon amendment or wind‑down, the Merchant must honor all outstanding rewards unless a change is mandated by law or is necessary to prevent fraud. After termination, the Merchant may not launch a substantially similar program for twelve months unless it has preserved sufficient data to restore every former participant’s balance.

Any email, SMS, push notification, or other message sent to guests in connection with the loyalty program constitutes “Messaging” under the parties’ Merchant Agreement, and all such communications are governed both by that agreement and by the “Marketing & CRM” section of this Addendum. The Merchant is solely responsible for ensuring that its loyalty‑related Messaging complies with those provisions and with all applicable anti‑spam, privacy, and consumer‑protection laws.

5.3. Compliance, Suspension, and Regulatory Oversight

Vendora may suspend or disable the Loyalty Service, or require the Merchant to do so, if continued operation or related Messaging would violate law, card‑network rules, or expose Vendora to undue risk; whenever practicable, Vendora will provide prior notice. Throughout the life of the program the Merchant must comply with all federal, state, local, and international laws regulating loyalty or promotional programs, including unclaimed‑property statutes, prepaid and gift‑certificate regulations, consumer‑protection laws, privacy and data‑protection rules, and any applicable tax requirements. Vendora does not provide legal advice, and nothing in this Section transfers regulatory responsibility away from the Merchant.

6. Marketing & CRM. Vendora’s Marketing & CRM Services give your business a cloud platform that centralizes customer profiles, orders, contact details, preferences, and engagement history,  so you can tag and update records, build dynamic segments, and create automated email, SMS, and push campaigns; all outbound messages are routed through Vendora’s integrated communications provider. If you send any type of messages, but in particular non-transactional messages, the following terms in additional to all the terms in the Merchant Agreement, specifically, 2.2.b and 2.2.c, will apply. Your use of the Services serves as your consent to these terms. Vendora may suspend or terminate your access to and use of the Services if you do not comply with these terms.

6.1. Consent, Disclosures & Cadence

Promotional, loyalty, or other non-transactional messages—whether by SMS, MMS, WhatsApp, e-mail, push, in-app notice, or voice—may be sent only to recipients who have provided express, documented, brand-specific, and channel-specific consent. Consent cannot be purchased, rented, transferred, or bundled with unrelated terms. The first promotional message on any channel must restate the Merchant’s name, the expected frequency of future messages, and (where relevant) the statement that carrier or data charges may apply, and must include clear opt-out instructions. Unless the recipient has affirmatively chosen a higher cadence, promotional traffic is limited to four text messages (SMS, MMS, or WhatsApp) and six e-mails in any calendar month, and promotional SMS may not be delivered between 9 p.m. and 8 a.m. in the recipient’s local time zone.

6.2. Opt-Out, Suppression & E-mail Specifics

Opt-out keywords for SMS and WhatsApp such as STOP, END, QUIT, CANCEL, UNSUBSCRIBE and, REVOKE or OPTOUT must immediately halt further promotional messages and suppress that number across all channels; suppression logs must be kept for five years. E-mail recipients must be able to unsubscribe by a single click or reply, the request must be honored within ten business days, and the unsubscribe mechanism must remain active for at least thirty days. Every promotional e-mail must use accurate routing information, a truthful subject line, and the Merchant’s physical postal address and, unless purely transactional, must clearly identify itself as an advertisement. “Forward-to-a-friend” incentives are prohibited unless the friend’s prior consent has been obtained. Recipients may disable marketing push notifications via application or operating-system settings, which must be respected immediately.

6.3. Content & Industry Restrictions

Promotional campaigns may not contain or link to sexually explicit material; hate or harassing content; firearms, ammunition, explosives, tobacco, cannabis, or other controlled substances; gambling or betting services; high-risk or deceptive financial offers such as payday or title loans, day-trading tips, multilevel-marketing schemes, credit repair, debt relief, get-rich-quick or work-from-home claims; counterfeit or infringing goods; unapproved supplements or unfounded health claims; or any phishing, malware, or other fraudulent activity.

6.4. Registration, International Compliance, Enforcement & Indemnity

Before transmitting application-to-person text messages in the United States, the Merchant must complete all required 10DLC, toll-free, or short-code registrations and pay associated carrier fees; unregistered traffic may be blocked or fined, and any penalties are the Merchant’s responsibility. The Merchant must also comply with destination-country spam, privacy, and age-verification laws, implementing geo-fencing or age-gating where required for categories such as alcohol or gambling. Vendora may throttle, block, or suspend any promotional campaign if the spam-complaint rate reaches or exceeds 0.10 percent, if carrier error codes spike, or if the Merchant fails to provide proof of consent within forty-eight hours of request. For the purposes of CAN-SPAM, the TCPA, CTIA Messaging Principles, and comparable laws, the Merchant is deemed the sender of every promotional message and shall be jointly and severally liable for any violation committed by an agency, contractor, or plug-in acting on its behalf. 

7. Inventory Management. Vendora offers a suite of tools for a centralized inventory and purchasing workflow that syncs stock across channels, manages vendors, handles orders and invoices, and records costs for reporting.

7.1. Data Ownership, License & Portability

As between the parties, Merchant retains all right, title, and interest in and to its Inventory Data. Merchant hereby grants Vendora a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty‑free license to host, use, process, reproduce, display, perform, modify, create derivative works from, distribute, commercialize, sell, and otherwise exploit Inventory Data for: (i) operating and providing the Module and other Vendora offerings; (ii) training, tuning, or improving algorithms and artificial‑intelligence models; and (iii) creating, marketing, and selling aggregated, anonymized, or statistical datasets and insights.

7.2. Inventory Data, Estimates & Variance Disclaimer

Merchant shall supply timely, accurate, and complete inventory‑related information—such as SKUs, prices, costs, supplier details, and sales history (collectively, “Inventory Data”). All forecasts, reorder points, suggested stock levels, variance indicators, and any other outputs produced by the Module (together, “Estimates”) are generated by statistical and machine‑learning models and are only estimates. Their accuracy is directly affected by the completeness and quality of the Inventory Data fed into the Module. Merchant remains solely responsible for (i) verifying Estimates, (ii) making purchasing, stocking, pricing, and compliance decisions, and (iii) monitoring actual inventory levels, physical counts, shrinkage, spoilage, and other variances as Merchant deems appropriate. Vendora will not independently audit, reconcile, or adjust Merchant’s physical inventory records. Vendora disclaims all liability for any losses, penalties, or damages—including over‑stock, stock‑outs, shrinkage, spoilage, or other variances—arising from or related to the Estimates, regardless of cause. Vendora disclaims all liability for lost profits, lost sales, business interruption, spoilage, penalties, or any indirect, special, consequential, or punitive damages, whether arising from forecasting inaccuracy, integration failure, Inventory Data errors, or otherwise, even if advised of the possibility of such damages. Any reliance on or actions taken in connection with the module are solely at Merchant’s risk.

7.3. Third‑Party Integrations

Vendora integrates with various third parties including ERPs, accounting systems, and supplier APIs. Vendora is not liable for outages, data discrepancies, or delays caused by any third‑party platform and may suspend, modify, or discontinue an integration without liability if the third party alters its API or terms or imposes unreasonable costs or security risks.

7.4. Suspension, Deprecation & Exclusion

Vendora may suspend the Module or Merchant’s access, in whole or in part, with notice where feasible, to address security threats, legal risk, or material breach of these terms. Vendora may discontinue or materially modify Module features with thirty (30) days’ notice, provided that core inventory tracking functionality remains materially available during such period.

8. Reporting & Analytics. Vendora unifies merchant data to deliver pre‑built reports, live dashboards, AI‑powered ad‑hoc queries, and scheduled or on‑demand exports.

8.1. Data Ownership & License

As between the parties, Merchant retains all right, title, and interest in and to its Data. Merchant hereby grants Vendora a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty‑free license to host, use, process, reproduce, display, perform, modify, create derivative works from, distribute, commercialize, sell, and otherwise exploit for: (i) operating and providing the Module and other Vendora offerings; (ii) training, tuning, or improving algorithms and artificial‑intelligence models; and (iii) creating, marketing, and selling aggregated, anonymized, or statistical datasets and insights.

8.2. Report Distribution & Access Controls
Merchant is solely responsible for configuring user roles, permission levels, and recipient lists for scheduled reports, API keys, and data exports. Vendora encrypts data in transit and at rest. Vendora is not liable for mis-addressed, forwarded, or otherwise redistributed reports once they leave Vendora‑controlled systems or for unauthorized access resulting from Merchant’s access‑control settings.

8.3. Data Retention, Backup & Export
 Vendora retains processed Merchant Data for a rolling twenty‑four (24) month period and may hold encrypted backup copies for disaster‑recovery purposes beyond that window. Merchant may request early deletion unless retention is required by law or necessary to resolve outstanding invoices or disputes. Upon written request made within thirty (30) days of termination, Vendora will provide a one‑time export of available raw source records in CSV or a comparably open format.

8.4. Accuracy, Discrepancies, and Limitation of Liability

All dashboards, metrics, forecasts, and AI‑generated recommendations provided through the Service are informational only. They may be delayed, incomplete, or inaccurate and must be independently verified before Merchant relies on them for pricing, staffing, investment, compliance, or other business decisions. Discrepancies among data sources can arise from cookies, bot filtering, time‑zone cut‑offs, user‑consent choices, or other factors beyond Vendora’s control. Vendora attempts to synchronize data across tools like point‑of‑sale, accounting, inventory systems, and more on a periodic basis. Synchronization frequency may be limited or interrupted by third‑party API rate limits, maintenance windows, or outages outside Vendora’s control. Dashboards, metrics, and forecasts therefore represent the most recent successfully ingested data and should be considered “near‑real‑time” snapshots, not live feeds. Vendora disclaims all liability for indirect, incidental, special, consequential, exemplary, or punitive damages—including lost profits, lost revenue, lost data, business interruption, spoilage, or penalties—arising from or related to forecasting inaccuracies, third‑party integration failures, Merchant Data errors, or Merchant’s reliance on, or actions taken in connection with, the Reporting & Analytics Service. Merchant assumes all risk associated with its use of the Service.

APPENDIX C - HARDWARE TERMS

1.1 Applicability. These Hardware Terms apply to your purchase or lease of any hardware and related accessories made available by Vendora (the “Vendora Hardware”).

1.2 Shipping. We will ship Vendora Hardware using a carrier selected by us. Your Order Form will show your shipping method, estimated time, and any shipping fees. While we will try to meet your shipment and delivery dates, we may be unable to do so in the event of low product inventory. In addition, many events beyond our control can affect the delivery of Vendora Hardware after we provide it to the carrier. Therefore, we are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery.

1.3 Returns. You may return your Vendora Hardware within thirty (30) days of delivery so long as it is in its original condition and packaging and you enclose the original packing slip. We will refund your purchase price in full and cover the cost of return shipping. You must return all Vendora Hardware, cords, cables, parts, and documentation that were included with the original package. Refunds will be applied to the original purchase method. Only Vendora Hardware purchased directly from Vendora can be returned to Vendora.

1.4 Purchase of Vendora Hardware. If you have purchased Vendora Hardware, title to the Vendora Hardware will transfer to you upon full payment. All risk of loss and title for Vendora Hardware pass to you upon delivery to you. Vendora warrants your Vendora Hardware against defects in materials and workmanship under normal use for a period of one (1) year from the shipping date. Vendora will replace such defective Vendora Hardware at no cost to you. However, you must return the defective Vendora Hardware to Vendora at the designated address and in the designated box, with all accessories, cords, cables, parts, and documentation included, within fourteen (14) days of receiving your replacement Vendora Hardware. You will be asked to provide a payment card number to Vendora when you initiate a warranty‑based return. In the event you fail to return your defective Vendora Hardware pursuant to the process and time frame specified by Vendora, Vendora will charge either your Vendora account or other payment method you have provided to Vendora. This Section states your sole and exclusive remedy for breach of this limited warranty. This limited warranty is only available to you as the original purchaser of the Vendora Hardware. Warranty coverage terminates if you sell or transfer your Vendora Hardware.

1.5 Service and Installation. (a) Optional Services. To the extent you request that Vendora, its affiliates, or subcontractors perform any on‑site or remote installation, configuration, training, or other professional services with respect to the Vendora Hardware (collectively, "Installation Services"), such Installation Services will be provided at Vendora’s then‑current time‑and‑materials rates (including travel, lodging, and out‑of‑pocket expenses) unless otherwise set out in an Order Form and are subject to these Hardware Terms. (b) Site Readiness and Merchant Responsibilities. You will, at your sole cost, (i) prepare, maintain, and make available the installation site in accordance with Vendora’s then‑current site preparation guidelines and all applicable laws, (ii) provide safe and adequate access to the site, (iii) provide all cabling, network connectivity, electrical power, and environmental conditions required for the proper operation of the Vendora Hardware, (iv) obtain all authorizations, consents, and permits necessary for the installation and use of the Vendora Hardware, and (v) provide qualified personnel to cooperate with Vendora during Installation Services. Vendora may refuse or suspend Installation Services if, in its reasonable opinion, site conditions are unsafe or not in compliance with this Section. (c) Acceptance. Installation Services will be deemed accepted on the earlier of (i) your written acceptance or (ii) five (5) business days after completion if you have not notified Vendora in writing of any material non‑conformity. Your sole remedy for any non‑conforming Installation Services is for Vendora to re‑perform the affected portion of the Installation Services. (d) No Additional Warranty. Installation Services are provided "AS IS" and do not extend or enhance any warranty provided under Section 1.4.

1.6 Insurance and Risk of Loss. (a) Mandatory Insurance. From the date any Vendora Hardware is tendered to the carrier until the Vendora Hardware is finally disposed of or returned to Vendora in accordance with these Hardware Terms, you agree to maintain, at your own expense, (i) all‑risk property insurance for physical loss or damage, including transit coverage, in an amount not less than the full replacement value of the Vendora Hardware, and (ii) comprehensive general liability insurance with limits customary for your industry. Upon request, you will provide Vendora with certificates of insurance evidencing the required coverages. (b) Transfer of Risk; Security Interest. Notwithstanding any Installation Services provided by Vendora, all risk of loss, theft, damage, or destruction to the Vendora Hardware passes to you upon delivery to the shipping address specified in the Order Form. You are responsible for any loss or damage that occurs while the Vendora Hardware is in your possession, including during any return shipment to Vendora. (c) Failure to Insure. Failure to maintain the required insurance will not relieve you of any liabilities assumed under these Hardware Terms. In the event of loss or damage to Vendora Hardware, you will promptly notify Vendora and, at Vendora’s option, (i) pay Vendora the then‑current replacement value of the Vendora Hardware or (ii) reimburse Vendora for any reasonable costs incurred to repair such Vendora Hardware.

1.7 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VENDORA, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE HARDWARE TERMS, THE VENDORA HARDWARE, OR ANY INSTALLATION SERVICES, EVEN IF VENDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDORA’S AND ITS AFFILIATES’ TOTAL, CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE VENDORA HARDWARE AND INSTALLATION SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO VENDORA FOR THE SPECIFIC VENDORA HARDWARE OR INSTALLATION SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

1.8 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTIES WITH RESPECT TO ANY VENDORA HARDWARE ARE PROVIDED IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL. ACCORDINGLY, VENDORA EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON‑INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST HIDDEN OR LATENT DEFECTS. VENDORA FURTHER DISCLAIMS ANY WARRANTY WITH RESPECT TO INSTALLATION SERVICES, WHICH ARE PROVIDED "AS IS." MERCHANT DISCLAIMS ALL WARRANTIES AND LIABILITY FOR THIRD‑PARTY HARDWARE, SOFTWARE, CARRIER, AND APP‑STORE SERVICES; ANY RECOURSE LIES SOLELY WITH THE APPLICABLE VENDOR.

APPENDIX D - VENDORA FOR FRANCHISES TERMS OF SERVICE

Vendora for Franchises (the “Franchise Service”) provides an integrated franchise management solution for customers of Vendora services (“you” or “Merchant”), each of whom has agreed to link Vendora Accounts with other members of a Franchise, or a similarly structured group of affiliated merchants who share common branding and/or ownership, to form a single Franchise Account that is comprised of the participating Sellers’ Vendora Accounts.

By using the Franchise Service, you agree to be bound by these terms (“Vendora Franchise Terms”), the Cloud Merchant Service Agreement, Vendora Terms of Use, the Privacy Policy, and all other terms, policies, and guidelines applicable to the Franchise Service or any other Vendora Services that you use.

If you are using the Franchise Service on behalf of a business, you represent that you have the authority to bind that business or entity to these terms. Defined terms have the same meaning as in the Merchant Service Agreement.

1. Franchise Account Creation

To use the Franchise Service, you each must create a Vendora Account, as defined in the Merchant Service Agreement and in Terms of Use, Section 1. If you operate the corporate Vendora Account (“Franchisor”), you must initiate the linkage of other Sellers’ (“Franchisees”) Vendora Accounts to the Franchisor Vendora Account to create a unified Franchise Account. The Franchisor is responsible for ensuring that all Franchisees agree to the Vendora Franchise Terms and agree to pay any Fees owed to Vendora for the Services.

We reserve the right to decline the Franchise Services to any Seller for any reason or no reason.

2. Relationship between Franchisor and Franchisees

Unless otherwise agreed to between Franchisor and Franchisee, by joining a Franchise Account, you acknowledge and agree that the Franchisor has access to and control over (including the right to manage and delete) all data in the Franchise Account, including data associated with and stored in any Franchisee’s Vendora Account. When enabled by the Franchisor, the Franchisor has the ability to:

• Access and process all data and information associated with any Franchisee’s Vendora Account, including, but not limited to, the Franchisee’s catalog, transaction history, sales monitoring, account balances, reports, Customer Directory, and other customer data;

• Calculate royalty fees using fixed formulas applied to Franchisee sale data;

• Manage catalogs across the Franchise Account;

• Process and manage customer marketing contacts, communications, and marketing and privacy opt-outs across the Franchise Account;

• Enable the acceptance of gift cards across the Franchise Account, control their settings, monitor their sales, redemption, and reconciliation, and, for credit or debit card purchases, automatically pool their proceeds in a central Vendora Checking account owned by the Franchisor to streamline accounting reconciliation across the Franchise. The Franchisor is responsible for manually distributing the proceeds from gift card sales to the Franchisees and for ensuring the accuracy of any such distribution. You acknowledge and agree that Vendora is not responsible for resolving any conflict arising between any Franchisor and any Franchisee related to the distribution of gift card proceeds;

• Enable and control the settings associated with a Franchise-wide loyalty program;

• Offer and control a Franchise-branded online and mobile application experience; and

• Use any other Franchise Services on behalf of any Franchisee to be offered by Vendora from time to time.

By joining a Franchise Account, you acknowledge and agree that all Franchisees may have access to certain data in the Franchise Account that originates with other Franchisees or the Franchisor, including, but not limited to:

• Customer Directory data;

• Loyalty data;

• Gift card data.

3. Online and Mobile Application Ordering Services

An optional feature of the Franchise Services include a white-label online solution and white-label mobile application (“Franchise App”) which assists Sellers with accepting and processing payments from customers (collectively, the “Ordering Services.”).

3.1 eCommerce Terms.
3.1.1. eCommerce Activities. The Ordering Services enable the Franchise Sellers to sell goods and services through an online ordering portal hosted and/or designed by Vendora (such goods and services, “Commercial Products”), and otherwise enables you to collect payments from your customers and end users (such activities, collectively, “the Franchise eCommerce Activities”). You agree that we are not liable or responsible for any of the Franchise eCommerce Activities, or any compliance with any laws or regulations related to it, which includes the following:

• Fulfillment, Delivery and Refunds. The Franchise Sellers are solely responsible for fulfilling and delivering all orders made by your customers or end users in connection with the Franchise eCommerce Activities. All Franchise Sellers also agree to make available to your customers a refund policy applicable to their online purchases.

• Product and Service Claims and Warranties. The Franchise Sellers are solely responsible for all product or service-related claims and warranties you make in connection with the Franchise eCommerce Activities. Vendora will not be liable or responsible for any product or service-related claims made against any Franchise Sellers by your customers or end users.

• Customer Service. The Franchise Sellers are solely responsible for any complaints, inquiries or comments related to the Franchise eCommerce Activities, including without limitation any issues related to payments, promotions, refunds, chargebacks or product and service satisfaction. All Franchise Sellers agree to provide complete and accurate contact information on your eCommerce websites and/or your Franchise App so that your customers or end users may submit comments, complaints or inquiries to you.

• Site Terms, Policies, and Legal Compliance. All Franchise Sellers agree to clearly post, on your eCommerce websites and/or your Franchise App, a privacy and cookie policy, and any other terms or policies that may be required by applicable law. All Franchise Sellers warrant that your eCommerce websites, your Franchise App, and the Franchise eCommerce Activities will comply with all applicable laws and regulations, including consumer, eCommerce and related laws. All Franchise Sellers acknowledge that we will not be liable for your omission of such policies and terms or non-compliance, and we will not provide any legal advice regarding such terms, policies, or compliance.

3.1.2. eCommerce Restrictions. In addition to the restrictions set forth in these Vendora Franchise Terms, the General Terms and Payment Terms, YOU WILL NOT offer or sell any Commercial Products that:

• are illegal or potentially illegal, including those that are counterfeited, stolen, or fraudulent. Commercial Products sold using the Ordering Services must comply with all applicable laws or regulations, including with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection laws, product safety or trade regulations or export controls, regulations or sanctions;

• infringe or have the potential to infringe the intellectual property or privacy rights of another or that may be libelous, slanderous, or otherwise defamatory;

• we determine, in our discretion, are inappropriate, offensive, pornographic, sexually explicit, or violent;

• or use images, names, or likeness of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without the third party’s prior consent.

3.2. Your Content and Content Restrictions

You agree to the provisions governing your Content in Section 1.2 and 8 of the Merchant Services Agreement and Section 11 of the Terms of Use.

3.3 App Stores

3.3.1. Seller Obligations.

In order for Vendora to submit your Franchise App to the Apple App Store and Google Play Store (each, an “App Store”), the Franchisor must do the following: (i) create and maintain a developer account in each App Store; (ii) invite Vendora to access your developer accounts so that we can submit and update your Franchise App; and (iii) pay all fees associated with creating and maintaining your developer accounts.

3.3.2. Ordering Services Cancellation.

If the Franchisor cancels the Ordering Services, your termination will take effect immediately unless otherwise provided by applicable law. After cancellation, you will no longer have access to the Ordering Services, including your Franchise App, and we may delete all information on the Ordering Services. We accept no liability for such deleted information or Content. We may modify (e.g., change data storage or capacity limits), replace, refuse access to, suspend, disable, or discontinue the Ordering Services, partially or entirely, in our sole discretion. We further reserve the right to withhold, remove and or discard any Content available as part of your Franchise Account, with or without notice if deemed by us, in our sole discretion, to be contrary to these Vendora Franchise Terms. For avoidance of doubt, we have no obligation to store, maintain, or provide you a copy of any Content that you or others provide when using the Ordering Services. We also reserve the right to limit or cease phone or chat support to you if you consume a disproportionate amount of such customer services or otherwise negatively affect our ability to provide support to other customers (as determined in our sole discretion).

4. Privacy and data sharing

Except for data that Vendora processes in accordance with our Privacy Policy, you acknowledge and agree that Vendora is acting as a “service provider” or “processor” (as defined by Applicable Law) on your behalf and is processing personal data on your behalf and at your direction. Vendora processes personal data on your behalf to provide the Franchise Services, which may include: (i) sharing sales reporting metrics from Franchisees to the Franchisor; (ii) centralizing menu management across the Franchise organization; (iii) facilitating loyalty accounts and gift cards to be used at any Franchise location; (iv) synchronizing customer data and marketing permissions to the Franchisor Customer Directory; (v) enabling online and mobile order processing; and (vi) other services offered by Vendora from time to time. The personal data we process comprises the categories of data described in our Privacy Policy.

Vendora makes no representations or warranties that the Vendora Franchise Terms reflect your allocation of rights and obligations pursuant to applicable data protection laws between Franchisee and Franchisor. You acknowledge that you are solely responsible for ensuring that your use of the Franchise Services adheres to applicable data laws and any agreements governing the transfer and processing of personal data as between Franchisee and Franchisor.

Without limitation, you agree that your use of the Franchise Services and any resulting processing of personal data, including processing described in Section 2, and any disclosure of personal data to other Vendora Sellers or third parties that results from your use of the Franchise Service, will comply with applicable data protection laws.

If required, you will:

• Enter into a separate agreement with any relevant Franchisee or Franchisor to allocate your rights and responsibilities under applicable data protection laws and to ensure a lawful transfer mechanism;

• Provide data subjects with a privacy notice that satisfies the transparency requirements of such data protection laws to ensure that personal data may be processed via the Franchise Services fairly, lawfully, and in a transparent manner;

• Ensure you have all necessary rights, consents and authorizations, including any necessary consents to international transfers or concerning your receipt, sharing, marketing to, or other processing of personal data through the Franchise Services;

• Allow data subjects to exercise their rights under applicable privacy law (including their rights to access, correct, or delete their personal data, and any lawful instructions that you receive about the data subject’s exercise of their rights), which you can do by submitting privacy requests at support@vendora.io;

• Implement, monitor, and maintain physical, operational, technical, administrative and organizational safeguards and other security measures to (1) ensure a level of security appropriate to the risks related to the processing of personal data in your possession, custody, or control; (2) restrict the dissemination of access credentials to authorized users with a reasonable business need; and (3) protect against any actual or reasonably suspected unauthorized, accidental or unlawful acquisition, destruction, loss, alteration, copying, disclosure, access, use or other processing of personal data

5. Restrictions

In addition to the restrictions in Section 3 of the Terms of Use, except where prohibited by law, you may not, nor may you permit any third party, directly or indirectly, to:

• Link a Vendora Account of a Seller who does not share common affiliation and branding with the other Sellers in the Franchise;

• Link a Vendora Account of a Seller who is not located in the same country as you are;

• Use the Franchise Services outside of the United States.

6. Disclaimers

The Franchise Services provide the ability to connect Vendora Accounts to facilitate certain functionality that may be useful for a Franchise or a similarly structured group of affiliated merchants who share common branding. The Franchise Services do not work for all business models and may not allow you to operate your business in a legally- or contractually-compliant manner. Vendora offers no guarantee that the Franchise Services are compatible with the rights and responsibilities of Franchisee and Franchisor, whether defined by applicable law or any agreement between Franchisee and Franchisor. You acknowledge and agree that you are not relying on the Franchise Services to satisfy any of your obligations under applicable federal or state laws, including but not limited to disclosure, registration, termination, transfer, non-renewal, or privacy requirements. The Franchise Services do not create any business relationship between or among Sellers in a Franchise. Your relationship to other Sellers in the Franchise is not governed by these terms.

7. Pricing; Subscription Auto-Renewals; Cancellations
7.1. Payment of Fees and Taxes.

All Fees owed to Vendora are in USD and are exclusive of any applicable Taxes. If you purchase any Services that we offer for a Fee, you provide your consent to us, or our third party service providers, to store your payment card information and you authorize us to charge you (a) any Fees for the Services you may purchase, as agreed to between you and Vendora, and (b) any applicable Taxes in connection with your use of the Services to the payment card you provide, and you will reimburse us for all costs associated with the collection of any overdue amounts, including any interest due for the same. If the payment card you provide expires and you do not provide new payment card information or cancel your account, you authorize us to continue billing you and you will remain responsible for any uncollected Fees and associated Taxes.

7.2. Subscription Auto-Renewals.

AT THE END OF YOUR SUBSCRIPTION TERM, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL SUBSCRIPTION TERM OF THE SAME LENGTH UNTIL YOU ACTIVELY CANCEL THE SUBSCRIPTION, AND YOUR PREFERRED PAYMENT METHOD WILL BE CHARGED ACCORDINGLY. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME ON BY CALLING CUSTOMER SUPPORT AT ANY TIME.

8. Term and Termination

You or Vendora may terminate your participation in a Franchise Account at any time.

The Franchisor may terminate the Franchise Account at any time, and you will no longer have access to the Franchise Account. Each Franchisee’s right to access and use the Franchise Service is subject to the Franchisor’s ongoing provisioning of access to the Franchise Account on the Franchisee’s behalf.

Upon termination of any Seller’s participation in a Franchise Account, all data shared across the Franchise Account will remain accessible to the Franchise Account, unless Vendora is provided with a court order precluding us from doing so.

9. Disputes

Any disputes between you and any other member of your Franchise Account must be resolved directly by you without Vendora’s involvement. Vendora may, at its sole discretion, take action to resolve a dispute, including, but not limited to, terminating aFranchisee, Franchisor, or Franchise Account.