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TERMS OF USE

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Vendera AI, Inc. ("Vendera," "we," "our," or "us") governing your access to and use of the Vendera website at https://vendera.ai, the Vendera Vending Management System mobile application ("VMS App"), and any related services, content, or platforms (collectively, the "Services").

 

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY.

 

These Terms apply to all users, including website visitors, prospective buyers, Operators (businesses that purchase or lease Vendera coolers), distributors, and enterprise partners. If you are accessing the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

 

2. Description of Services

Vendera provides:

  • AI-powered smart cooler hardware for unattended retail (the "Vendera Cooler" or "Smart Cooler")

  • The Vendera Management System (VMS), a mobile and web-based software platform for inventory management, sales tracking, pricing, and business analytics

  • Related hardware, software, support, and professional services as described in applicable Order Forms or Service Agreements

 

These Terms govern use of the website and VMS App. The purchase, lease, and operation of Vendera Coolers are governed by the separate Operator Agreement or Purchase Agreement entered into between Vendera and the Operator. In the event of any conflict between these Terms and a signed Operator Agreement, the Operator Agreement shall prevail.

 

3. Eligibility

To use the Services, you must:

  • Be at least eighteen (18) years of age

  • Have the legal capacity to enter into binding contracts

  • Not be prohibited from using the Services under applicable law

  • If acting on behalf of a business, represent a validly formed and existing legal entity

 

The Services are not intended for use by individuals under the age of thirteen (13). We do not knowingly permit such individuals to create accounts or access restricted areas of the Services.

 

4. Accounts and Access

4.1 Account Registration

Operator access to the VMS App requires account registration. You agree to provide accurate, complete, and current information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

 

4.2 Authorized Users

You may grant access to your VMS account to employees, contractors, or staff members who operate on your behalf. You remain fully responsible for all actions taken by authorized users under your account.

 

4.3 Account Security

You must notify us immediately at legal@vendera.ai if you become aware of any unauthorized use of your account or any security breach. Vendera will not be liable for any loss resulting from unauthorized use of your account where you have failed to maintain reasonable account security.

 

4.4 Account Suspension and Termination

Vendera reserves the right to suspend or terminate your account and access to the Services at any time, with or without notice, for violation of these Terms, non-payment of fees, fraudulent activity, or conduct that we reasonably believe harms Vendera, other users, or third parties. Upon termination, your right to access the Services ceases immediately.

 

5. Operator Obligations

If you are an Operator using the Services to manage Vendera Coolers, you agree to:

  • Use the Services solely for lawful business purposes

  • Comply with all applicable local, state, federal, and international laws, including health codes, food safety regulations, and consumer protection laws applicable to your vending operations

  • Ensure that appropriate notices are posted on or near each Vendera Cooler, including video recording notices as required by applicable law

  • Maintain the physical security and proper operation of each cooler unit in your care

  • Accurately configure product listings, pricing, and inventory data within the VMS

  • Not use the VMS or any Vendera data for purposes other than managing your own authorized vending operations

  • Not attempt to reverse engineer, decompile, or tamper with the Vendera software, AI systems, or hardware

 

6. Acceptable Use

You agree that you will not:

  • Use the Services for any unlawful purpose or in violation of any applicable regulations

  • Transmit any content that is fraudulent, defamatory, harassing, threatening, obscene, or otherwise objectionable

  • Attempt to gain unauthorized access to any part of the Services, Vendera's systems, or any third-party systems connected to the Services

  • Introduce viruses, malware, or other harmful code into the Services

  • Use automated tools (bots, scrapers, crawlers) to access the Services without our prior written consent

  • Reproduce, distribute, or create derivative works from any Vendera content, software, or proprietary materials without written permission

  • Misrepresent your identity or affiliation in communications with Vendera

 

7. Intellectual Property

7.1 Vendera Ownership

All content, software, technology, trademarks, trade names, logos, and proprietary materials available through the Services, including the VMS platform, AI vision algorithms, product recognition models, and the Vendera brand identity, are the exclusive property of Vendera AI, Inc. or its licensors. Nothing in these Terms transfers any ownership interest to you.

 

7.2 Limited License

Subject to your compliance with these Terms, Vendera grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your authorized business purposes. This license does not include the right to sublicense, modify, or create derivative works.

 

7.3 Operator Content

You retain ownership of content you upload to the VMS (such as product images and listings). By uploading content, you grant Vendera a non-exclusive, royalty-free license to use, store, display, and process that content as necessary to operate the Services and improve our AI models. Vendera will handle such content in accordance with our Privacy Policy.

 

8. Payment and Fees

Use of the VMS platform and Vendera Services is subject to fees as set out in the applicable Order Form or Operator Agreement, including:

  • Monthly VMS subscription fees per cooler unit

  • Transaction processing fees applied to each Consumer transaction

  • Hardware purchase price or lease payments as agreed

 

All fees are due in accordance with the payment terms in your Operator Agreement. Late payments may result in suspension of VMS access. All fees are non-refundable except as expressly stated in your Operator Agreement or required by applicable law.

 

Vendera reserves the right to update its fee schedule with thirty (30) days advance written notice to Operators.

 

9. Third-Party Services and Integrations

The Services may integrate with or link to third-party platforms, including payment processors (WeVend), hardware providers (Castles Technology), CRM platforms (Zoho), and distribution partners. Your use of third-party services is governed by their respective terms and privacy policies. Vendera is not responsible for the practices, availability, or performance of third-party services.

 

10. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY.

 

VENDERA DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICES WILL BE ERROR-FREE, SECURE, OR CONTINUOUSLY AVAILABLE; (C) THE AI VISION SYSTEM WILL ACHIEVE PERFECT ACCURACY IN ALL CONDITIONS; OR (D) ANY DEFECTS WILL BE CORRECTED.

 

AI RECOGNITION ACCURACY: While Vendera's AI vision system achieves over 99% product recognition accuracy under standard operating conditions, no automated system is infallible. Operators acknowledge that occasional misidentifications may occur and agree to use the dispute resolution mechanisms available within the VMS to address such occurrences.

 

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDERA AI, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

VENDERA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO VENDERA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

 

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

 

12. Indemnification

You agree to indemnify, defend, and hold harmless Vendera AI, Inc. and its officers, directors, employees, agents, and partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services in violation of these Terms; (b) your vending operations and obligations to Consumers; (c) your violation of any applicable law or third-party rights; or (d) your content uploaded to the Services.

 

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law principles.

 

13.2 Dispute Resolution

In the event of any dispute, claim, or controversy arising from or relating to these Terms or the Services, the parties agree to first attempt to resolve the matter through good-faith negotiation by contacting legal@vendera.ai.

 

13.3 Arbitration

If the parties are unable to resolve a dispute through negotiation within thirty (30) days, either party may initiate binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Virginia, United States, and shall be conducted in English. The arbitrator's decision shall be final and binding.

 

13.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

13.5 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent unauthorized use of the Services.

 

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Operator Agreement, constitute the entire agreement between you and Vendera with respect to the Services and supersede all prior agreements and understandings.

 

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

 

14.3 Waiver

Vendera's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

 

14.4 Assignment

You may not assign your rights or obligations under these Terms without Vendera's prior written consent. Vendera may assign its rights and obligations freely, including in connection with a merger, acquisition, or sale of assets.

 

14.5 Force Majeure

Vendera shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, labor disputes, or internet infrastructure failures.

 

14.6 Updates to Terms

Vendera reserves the right to update these Terms at any time. We will post the revised Terms at https://vendera.ai/terms with a new effective date. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. For material changes, we will provide thirty (30) days advance notice to Operators.

 

15. Contact Information

For questions regarding these Terms:

 

Company: Vendera AI, Inc.

Website: https://vendera.ai

Legal Inquiries: legal@vendera.ai

 

If you believe your intellectual property rights have been violated, or to report any violations of these Terms, please contact us at legal@vendera.ai.

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