FOR UNITED STATES USERS: SECTIONS 17-18 OF THESE TERMS OF SERVICES CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRE THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 18.
VendorPM Inc. (“VendorPM”, “we”, “us” or “our”) provides an electronic system (“Service”) that allows property management firms (“Firms”) and their authorized users (“Firm Users”) and property managers unaffiliated with any Firm (“Unaffiliated Property Managers”, together with Firm Users, “Property Managers”) to submit requests for Quotes (“RFQs”) from their preferred vendors (“Preferred Vendors”) and other vendors who use our Service (“Unaffiliated Vendors”, together with Preferred Vendors, “Vendors”) in respect of such Vendor’s services.
The Service is only available to companies or individuals acting in a business capacity and is not available to individual consumers acting for personal, family or household purposes. Please read these Terms of Service carefully as they are a binding legal agreement.
The Terms of Service (“Terms”) and the attached or referenced Schedules are a binding contract between you, whether you are a Firm, Property Manager or a Vendor (also referred to as “user”, “you” or “your”) and VendorPM regarding your use of any website, application, or other platform on which these Terms are posted, including all software, code, text, graphics, logos, layouts, designs, application programming interfaces, features and functions (each referred to as a “Site”) and the Service provided on such Site by VendorPM. The Terms apply whether you access the Site via a mobile device, computer or otherwise.
With respect to Firms, your use of our Service is provided by VendorPM pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with us, if you use the Service or log into the Site.
In order to use our Service, you must be at least age of majority in your jurisdiction of residence and have the capacity to form a legally binding contract with VendorPM. If you are entering into these Terms on behalf of a company or other legal entity, (a) you represent that you have the authority to bind such entity to these Terms, in which case the terms “user”, “you” or “your” shall refer to such company or entity, and (b) you agree that the employees, officers, representatives and other agents of such company or entity accessing the Service are duly authorized to access the Service and to legally bind such company or entity to these Terms. If you do not have such authority, you must not use the Service on behalf of such entity.
The Terms are divided into the following sections,
Schedule A – Packages and Fees
We may change or revise these Terms from time to time in our sole discretion. Please print or save a copy of these Terms for your records and periodically visit this page to review the current Terms. Your access and use of the Site and Service will be subject to the most current version of the Terms. If you disagree with any change to the Terms, you may close your Account (if applicable) and refrain from using the Site or Service. Your use of the Site or Service after such revised Terms are made available will signify your acceptance of such revised Terms and your agreement to be bound by them.
By subscribing to our proprietary software as a Service, Firms are entitled to register a primary account (“Firm Account”) on the Site and invite Firm Users to create accounts (“Firm User Accounts”) (or do so on their behalf), so Firm Users may access and use the Service in accordance with these Terms. Firm Users have the ability to (i) invite their Preferred Vendors to use the Service or request VendorPM to do so on their behalf and (ii) send RFQs to Vendors in respect of their services.
Our Service is available for free to Preferred Vendors who have been invited by or based on a referral from a Firm User to use the Service. Preferred Vendors who subscribe to our Service are entitled to create or claim accounts (“Preferred Vendor Accounts”) and respond to and provide Quotes to Firm Users in respect of their RFQs. Preferred Vendors may subscribe for additional Services in accordance with the packages and fees set out in “Schedule A – Packages and Fees”. If a Preferred Vendor is invited by a Firm or Firm User to use the Service, the Preferred Vendors will receive an email from VendorPM with a template account created in the Preferred Vendor’s name that they may claim and further develop.
Our Service is also available on a subscription basis to Unaffiliated Property Managers and Unaffiliated Vendors in accordance with the packages and fees set out in “Schedule A – Packages and Fees”. Unaffiliated Property Managers and Unaffiliated Vendors who subscribe to our Service are entitled to create accounts (together with Firm Accounts, Firm User Accounts and Preferred Vendor Accounts, “Accounts”) that they may access and use the Service under the rights granted under these Terms. For further information about Accounts, see the section below entitled “Accounts & Identity Verification”.
Users may also subscribe for any of our add-on Services, including our Vendor Compliance module and related Services (the “Compliance Module”), for an additional fee set out in “Schedule A – Packages and Fees”, or as otherwise negotiated with VendorPM.
Users agree that they are responsible for, and agree to abide by, all federal laws, including all statutes, common law and regulations, and all amendments made thereunder, applicable in connection with you providing services via or your use of the Service, and any agreement or transaction you enter into on the Site or in connection with your use of the Service, including without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and the California Consumer Privacy Act (collectively, “Applicable Laws”).
Firms are responsible for all acts and omissions of their Firm Users. Any act or omission by a Firm User that would constitute a breach of these Terms if taken by a Firm will be deemed a breach of these terms by such Firm. Firms will use all reasonable efforts to make all Firm Users aware of these Terms as applicable to such Firm User’s use of the Service, and will cause Firm Users to comply with such provisions.
VendorPM is not a party to any agreement or other transaction among Firms, Property Managers and Vendors. This is true even if the Site offers an online RFQ module, facilitates payment, or provides other tools or services to allow such parties to communicate with each other and enter into agreements or other transactions with each other. As a result, any part of an actual or potential transaction for goods or services between users, including the quality, safety or legality of any goods or services provided, the truth or accuracy of any representations made in connection with such goods or services (including the content thereof or any reviews), the ability of users to provide their services or the ability of users to contract for such services are solely the responsibility of each user. You acknowledge and agree that you may be required to enter into your own separate agreements, waivers or terms and conditions with users before providing/acquiring such goods or services.
Even though we are not a party to any transaction and assume no liability for legal or regulatory compliance pertaining to goods or services provided via or listed on the Site, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to a listing published by a Vendor in respect of their services offered to Property Managers (together, “Listings”) in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.
While we do take certain measures with a goal to assist users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.
You are entirely responsible for maintaining the confidentiality of your user ID and password and for any and all activities that occur under your Account. You may not use the Account of any other user, without that user’s permission.
You agree to immediately notify VendorPM of any unauthorized use of your password or username or any other breach of security and to select a new username and password if you believe your Account has been compromised. If we suspect any unauthorized access to your Account, upon our request, you agree to promptly change your username and password and take any other related action as we may reasonably request.
VendorPM cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Each user acknowledges and agrees that: (a) VendorPM will not have any liability to any user for any unauthorized agreements or transactions made using your username or password; and (b) the unauthorized use of your username and password for your Account could cause you to incur liability to VendorPM and other users.
There is no guarantee that you will be accepted as a registered user of the Service. We reserve the right to deny you access to the Service or any part thereof, in order to comply with Applicable Law, or to maintain or restore security or performance to the Service. We may also do so if we reasonably believe you are in breach of these Terms or your Account has been or may be used by an unauthorized person.
Further, we may, without notice to you, suspend or cancel a Listing on the Service at any time if we suspect, in our sole discretion, that your Account is being used in an unauthorized or fraudulent manner. In addition, should we ask a user for proof of identification, and that identification is not submitted in the allotted time, we reserve the right, in our sole discretion, to cancel any transaction associated with that user and/or to cancel any Account associated with that user.
We reserve the right to suspend any Account for investigation with respect to compliance with these Terms and to terminate any account where we find that the account is being used in breach of these Terms.
In the interest of the Property Managers’ experience using the Service:
As between VendorPM and users of our Service, users owns all right, title, and interest, including all intellectual property rights, in and to the User Data. “User Data” means, other than Aggregated Statistics (as defined below), information, data and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of user through the Service. You hereby grant to VendorPM a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for VendorPM to provide the Service, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics.
Notwithstanding anything to the contrary in these Terms, VendorPM may monitor user’s use of the Service and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to user’s use of the Service that is used by VendorPM in an aggregate and/or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service. As between VendorPM and the user, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by VendorPM. User acknowledges that VendorPM may compile Aggregated Statistics based on user data input into the Service. User agrees that VendorPM may (i) make Aggregated Statistics publicly available in compliance with Applicable Laws, and (ii) use Aggregated Statistics to the extent and in the manner not prohibited under Applicable Laws; provided that such Aggregated Statistics do not identify user or user’s confidential information.
Vendor and Unaffiliated Property Manager subscription fees will be billed monthly, quarterly or annually depending on the subscription selected by the Vendor or Unaffiliated Property Manager, as applicable. Unless otherwise stated, all fees are quoted and billed in Canadian dollars in the case of Canadian Users (plus any and all applicable taxes, including without limitation HST, GST, and PST as applicable) and in U.S. Dollars in the case of United States Users.
Payment processing services are provided by Stripe and are subject to the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as an Account holder on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of VendorPM enabling payment processing services through Stripe, you agree to provide VendorPM accurate and complete information about you and your business, and you authorize VendorPM to share it and transaction information related to your use of the payment processing services provided by Stripe, with Stripe.
You are responsible for paying subscription and applicable taxes in a timely manner with a valid payment method. If your payment method fails or is not accurate, current, and complete and you do not promptly update such information, we may suspend or terminate your Account, remove your Listing and refuse your use of the Service.
Subscription rates are set at the time you enter into the subscription or renewal. Such subscription rates are subject to change without notice or approval. For subscriptions, the rates in effect at the time of your next subscription renewal will govern such renewal.
We will automatically renew your Service subscription at the then-current rates, unless you cancel your subscription at least thirty (30) days before the end of the then-current term, or your Service subscription is terminated under these Terms.
The Service is billed in advance on a monthly or annual basis, depending on the pricing option selected, and is non-refundable, unless otherwise provided by VendorPM in its sole discretion. There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open Account.
The Site, including without limitation all software, algorithms, protocols, and interfaces associated therewith, and all intellectual property associated with the Service (including but not limited to copyrights, inventions, patents, trademarks, trade secrets, industrial designs) are owned or licensed by VendorPM. Nothing in these Terms confers upon you any ownership interest in any aspect of the Site or Service or any intellectual property right associated with the Site or Service.
“VendorPM” and “vendorpm.com” are trademarks of VendorPM. The names and logos of other companies listed on the Site are trademarks of their respective owners. Nothing in these Terms confers upon you any interest of any kind in these marks. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.
VendorPM does not permit, condone or tolerate the listing or posting of any content on the Site that infringes any third party rights. By submitting your Listing, you hereby represent and warrant that such Listing does not infringe any person’s intellectual property, including without limitation, copyright. VendorPM will terminate the Account in appropriate circumstances, of a user who is the source of repeat infringement of copyright. Should you become aware of or suspect any copyright infringement on this Site, please notify us immediately as set out below under the “Contact Us” heading.
If you believe your work has been reproduced in a way that constitutes copyright infringement, you may provide a notice to our copyright agent. We respect the intellectual property rights of others and request that the people who use the Site and Services do the same. If you believe that your work has been copied and is accessible through the Site or Services in a way that constitutes copyright infringement, You may notify us by providing our copyright agent with the following information in writing:
• the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
• identification of the copyrighted work that you claim has been infringed;
• identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material (for example, by providing a URL to the material);
• Your name, address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our designated agent to receive notification of claimed infringement can be reached at email@example.com.
Provided you adhere to all of the Terms applicable to you, VendorPM grants you a limited, non-exclusive, non-transferable, freely revocable license to use the Site and the Service. VendorPM may terminate this license at our sole discretion, at any time for any reason or no reason. Any unauthorized use of the Site or Service will violate these Terms and may violate Applicable Law. VendorPM reserves all of our rights in respect of such violations, including our rights to pursue any available legal or equitable remedy or recourse and seek recovery from you for the expense of so doing. VendorPM reserves all rights not expressly granted to users in these Terms.
You may only use the Site and the Service as permitted by the features of the Service and these Terms. As an essential condition of your use of the Site and the Service, you agree that you will not use the Site or the Service in connection with, any illegal activity or goods, or in connection with any prohibited industries or activities that VendorPM may specify from time to time, or where prohibited by law. You further agree that you will not use the Site or the Service or any supported web components for any purpose that violates any applicable federal, state, local or international law, or any regulations having the force of law. Such unlawful activities include, but are not limited to:
(a) Damaging, disabling, impairing overburdening or otherwise impairing the Site, servers or networks of VendorPM.
(b) Interfering with any other party’s use of the Service.
(c) Attempting to gain unauthorized access to the Service or any part of the Site, through hacking, password mining or any other means.
(d) Accessing or altering data, including personal data of other users, when you are not authorized to do so.
(e) Using data collected from the Service to contact individuals, companies, or other persons or entities, including without limitation for any direct marketing activity.
(f) Modifying, moving, adding to, deleting or otherwise tampering with the information contained in the Site.
(g) Making the functionality of the Site available to multiple users through any means.
(h) Using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated interface not authorized by us to access the Site, scrape content, extract data or otherwise interfere with or modify the rendering of Site pages or functionality.
(i) Decompiling, reverse engineering, disassembling or unlawfully using or reproducing any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Site.
(j) Posting to the Site or transmitting to or from us any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that violate any law.
You agree to comply with Applicable Laws and to not participate in, facilitate, or further illegal activities with respect to the Site or the Service. You also agree to immediately notify us if you learn of a security breach or other illegal activity in connection with the Site or the Service.
We will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in any of the above violations. You acknowledge and agree that VendorPM can take any technical, legal, and other actions that we deem, in our sole discretion, necessary and appropriate, without notice to you, in order to prevent or remediate any violations and to enforce these Terms.
We reserve the right to suspend or terminate any Account that VendorPM determines, in our sole discretion, is misusing the Site or the Service in breach of these Terms, or in violation with Applicable Laws.
We provide Users our chat feature as a convenience to send messages to each other through the Site. We encourage open communication between our Users but you agree and we require Users to agree to not use our Services to send spam, offers to book Vendors’ services off the Site, threats, profanity or hate. You also agree and we require Users to agree to not exchange email addresses, phone numbers or other contact information, web addresses, or links within the Site’s messaging systems. You acknowledge and agree that VendorPM may (but is not obligated to) monitor messages sent through the Site and between users, including the content of those messages, for fraud, abuse, spam, and other violations of our policies.
You agree that, with respect to other users’ personal information that you obtain directly or indirectly from or through the Site or through any Site-related communication, transaction or software, we have granted to you a license to use such information only for: (i) Site-related communications that are not unsolicited commercial messages, (ii) using services offered through the Site, and (iii) inquiring about or otherwise facilitating a financial transaction between you and the other user related to the purpose of the Site. Any other purpose will require express permission from the user. You may not use any such information for any unlawful purpose or with any unlawful intent.
In all cases, you must give users an opportunity to remove their information from your address book or database or other records and a chance to review what information you have collected about them. In addition, under no circumstances, except as defined in this provision, may you disclose personal information about another user to any third party without the consent of the other user. You agree that other users may use your personal information to communicate with you in accordance with this provision. Further, you agree that you will protect other users’ personal information with the same degree of care that you protect your own confidential information (using at minimum a reasonable standard of care), and you assume all liability for the misuse, loss or unauthorized transfer of such information.
We do not approve the use of our Site or Services to send spam or unsolicited commercial electronic communications of any kind. Therefore, without limiting the foregoing, you are not licensed to add a Site user to your mailing list (email or physical mail) without the user’s express consent or as otherwise permitted by Applicable Law. You may not use any tool or service on the Site to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these Terms. You are solely responsible for any communications you send through our Site and Services, and our provision of the chat feature does not make us responsible or liable for your or others’ use or misuse of that feature.
We have no duty to pre-screen content posted on the Site by users, whether directly contributed by the user or contributed by us or a third party on behalf of the user, including, without limitation, Listings, RFQs, ratings, reviews, content exchanged on the VendorPM inbox or any other content provided by a user to the Site (collectively, “User-Contributed Content”). We are not responsible for User-Contributed Content. “User-Contributed Content” also includes information that a user or any other person provided to a third party website or mobile application that is then provided to our Site by a tool we offer or any other exchange of User-Contributed Content we have authorized.
We reserve the right, in our sole discretion, to decline to permit the posting on the Site of, or to remove from the Site, any User-Contributed Content that fails to meet the content requirements as required in the Listing set up, which are incorporated by reference into these Terms, any other guidelines posted on the Site or if it otherwise violates these Terms, each as determined in our discretion. We may also remove User-Contributed Content if it is brought to our attention, such as by notice given to us by a user or any third party that any part of these Terms, or any other requirements governing the posting of such content, have been apparently breached in respect of such content, as determined in our discretion. Finally, we reserve the right, but do not assume the obligation, to edit a user’s content or User-Contributed Content in a non-substantive manner solely to cause the content to comply with formatting or information requirements or to provide services to users to create or improve Listings (such as translation services), in accordance with information we have about the services listed. Users remain responsible for reviewing their User-Contributed Content to ensure it is accurate and not misleading.
At a minimum, User-Contributed Content must (as determined by us in our discretion):
All Listings on the Site are the sole responsibility of the applicable user and we specifically disclaim any and all liability arising from the alleged inaccuracies related to the Listings, reviews or any alleged breaches of contract on a user’s part. Users are solely responsible for keeping their Listing up-to-date on the Site, including, but not limited to, any and all representations about their business and the services they provide, location of their office(s), prices for their services and/or products. We do not represent or warrant that any of the Listing copy, content, qualifications, reviews or pricing information published on the Site is accurate or up-to-date.
We also may from time to time create new descriptions or otherwise change the location or geographic descriptions we use to identify Listings and search results. Consequently, we may change the location or geographic description associated with any Listing at any time without notice. However, we assume no responsibility to verify Listing content or the accuracy of the location. Property Managers and Vendors are solely responsible for ensuring the accuracy of location, geographic and other content, and location or geographic descriptions, and agree to promptly correct (or contact us to correct) any inaccuracy and users are solely responsible for verifying the accuracy of such content and descriptions.
All other User-Contributed Content is the sole responsibility of the user who contributed such content, whether such user contributed the content directly or through a third-party website. Users are solely responsible for their User-Contributed Content and we specifically disclaim all liability for User-Contributed Content. The user represents and warrants that the user owns or otherwise controls and has all necessary legal rights to the user’s submission and the name or other identifier used in connection with such submission including, but not limited to, all the rights necessary to provide, post, upload, input or submit the User-Contributed Content. We reserve the right to request a proof of ownership or permission, and to refuse to post User-Contributed Content without such proof or if such proof is, in our sole discretion, insufficient.
By submitting or authorizing User-Contributed Content, you grant to us and our affiliates a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free and fully paid-up license to use, copy, license, sublicense (through multiple tiers), adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit the copy, the photographs and the likenesses (if any) of any of your User-Contributed Content, in connection with our business or the business of our affiliates. Additionally, you understand and agree that User-Contributed Content that you upload to the Site that is displayed on the Site may continue to appear on the Site even after you have deactivated your Site account or terminated these Terms, as portions of User-Contributed Content that you upload to the Site may have been incorporated into other Site features, including, but not limited to, user profiles, building profiles, rating and reviews and other features.
You further grant us and our affiliates the ability to register copyright in and protect the User-Contributed Content, including the images, copy, and content available via any user’s Listing, from the unauthorized use of the User-Contributed Content by unaffiliated third parties who may, from time to time, attempt to pirate such information via electronic or other means. This includes, but is not limited to, the right to file suit to seek injunctive relief to protect such material on behalf of and in your name. You further agree to appear and assist us—at our expense and control—with protecting such copyrighted material from unauthorized redistribution.
You agree that we may sublicense all the rights granted to us under these Terms to one or more third parties we may contract with to display all or part of the user’s Listing or otherwise provide promotional or other services related to our business. In the event that you retain any rights of attribution, integrity or any other moral rights in any User-Contributed Content, you hereby waive your right to assert these or to require that any personal information be used in connection with the User-Contributed Content or any derivative works thereof and affirm that you have no objection to the publication, use, modification, deletion or exploitation of the User-Contributed Content by us or our affiliates.
When you access the Site through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply and you will be solely responsible for all such charges. The Site may not work with your network provider or device.
The Site may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Service. By using our Site or Service, you agree to receive these software updates.
You acknowledge and agree that VendorPM and our subsidiaries and affiliates, and each of our directors, officers, employees, counsel, agents, representatives, sponsors, licensors, successors and assigns (collectively, the “VendorPM Group”) will have no liability whatsoever, whether in contract, tort (including negligence), extra-contractually or any other theory of liability, and whether or not the possibility of such damages or losses has been notified to us, in connection with, arising from or otherwise resulting from:
Your only right, recourse or remedy with respect to any problems or dissatisfaction with the Site or Service is to immediately cease use of our Site and Service.
Without limiting the generality of the foregoing, the VendorPM Group shall not be liable to you, whether in contract, tort (including negligence), extra-contractually or any other theory of liability, and whether or not the possibility of such damages or losses has been notified to us, for:
(a) any indirect, special, exemplary, punitive, incidental or consequential damages;
(b) any loss of income, business, actual or anticipated profits, opportunity, goodwill or reputation (whether direct or indirect);
(c) any professional negligence;
(d) any personal injury or death;
(e) any damage to or corruption of data (whether direct or indirect);
(f) any claim, damage or loss (whether direct or indirect) arising from or relating to your inability to use the Service; or
(g) any claim, damage or loss (whether direct or indirect) arising from or relating to:
(h) any product or service provided by a third party under their own terms of service and conditions, including without limitation, other users;
(i) any third party technology; or
(j) any third party platform.
Some jurisdictions do not allow the limitations of damages and/or exclusions of liability for any personal injury or death, incidental, consequential or similar damages. Accordingly, some of the above limitations may not apply to you.
To the greatest extent permitted by Applicable Law, you agree to defend, indemnify and hold harmless the VendorPM Group and any third party provider of a service or tool offered on any Site (each a “Third Party Provider”) from and against any loss, liability, claim, action, demand, damage or expense, including without limitation reasonable legal and accounting fees, alleging or resulting from: (a) your Listing, (b) your use of the Site or Service, (c) your breach of the Terms, or (d) your violation of the rights of any third party, including without limitation, other users. We will provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding. You shall not in any event settle any matter without our written consent.
To the greatest extent permitted by Applicable Law, you hereby expressly waive, release and covenant not to sue any member of the VendorPM Group or any Third Party Provider (collectively, “Releasees”) from any and all claims and liabilities which you or your heirs, executors, administrators and next-of-kin have or may in the future have, on account of injury, illness, disability or death arising out of or attributable to your use of or reliance on the Site or Service, due to any cause whatsoever, without limitation, whether arising out of the negligence of VendorPM or any other of the Releasees or otherwise, including without limitation, breach of contract, or breach of any statutory or other duty of care.
We provide our Site and Service using a commercially reasonable level of skill and care. Other than as expressly set out in these Terms or additional terms provided at the time you register an Account with our Service, VendorPM does not provide any warranties about the Site or Service.
As with any other website or app you use, when you access our Site, you assume all risk associated with any viruses, worms, Trojan horses and other destructive items. You should take any necessary precautions before you access our Site in respect of any such potential risks.
The Site, Service and all content made available on, through or in connection with the Site, are made available on an “as is” and “as available” basis, without any representation or warranty of any kind, express or implied, or any guaranty or assurance the Site or Service will be available for use. All implied representation, warranties and conditions relating to the Site or Service and all content on the Site are hereby disclaimed to the greatest extent permitted by law.
Without limiting the foregoing, we are not responsible or liable for: (a) any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Site; (b) the availability of telecommunication services from your provider and access to the Site at any time or from any location; (c) any loss, damage or security intrusion of the telecommunication services; and (d) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Site. You understand, acknowledge and agree that you are assuming the entire risk as to the accuracy, timeliness, completeness, correctness, authenticity, security and validity of any and all features and functions of the Site and Service, including, without limitation, content associated with your use of the Site or Service.
You acknowledge and agree that you will not hold or seek to hold the VendorPM Group responsible for the content provided by any third party, including, without limitation, any translation thereof, and you further acknowledge and agree that the VendorPM Group are not a party to any agreement or transaction between those using the Service. The VendorPM Group has no control over and does not guarantee the safety of any agreement or transaction or the truth or accuracy of any Listing or other content provided on the Site.
The content on the Site may contain typographical errors or other errors or inaccuracies, and may not be complete or current. VendorPM reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. VendorPM will not, however, guarantee that any such errors, inaccuracies, or omissions will be corrected. VendorPM reserves the right to refuse to provide any aspect of the Service that is based on inaccurate or erroneous information on the Site, including, without limitation, incorrect or out-of-date information, or for any other lawful reason.
Through its Compliance Module, VendorPM may perform reviews of the information and documentation provided or available to VendorPM relating to the Vendor and compare such information and documentation against specified regulatory requirements and/or the specified requirements of the Property Manager. VendorPM offers its Compliance Module to Property Managers to be used as a tool in reviewing the qualifications of potential Vendors. VendorPM review and verification results are all provided as guidance to assist the Property Manager in reviewing Vendor’s conformance with specified regulatory guidelines and/or Property Manager requirements, but are not intended, and should not be used, to ensure conformance with such regulations or requirements. The Compliance Module should be used as a tool only and Property Managers use the Compliance Module at their own risk. Each Property Manager retains ultimate liability and responsibility for determining the actual conformance of Vendors with applicable regulatory requirements and/or Property Manager requirements, and for managing, evaluating, and approving Vendors to perform services for such Property Manager. We do not intend for the Property Manager to use the Compliance Module as a substitute for its own due diligence and review processes. We are not responsible for ensuring the full compliance or performance of any Vendor with applicable regulations or the Property Manager’s requirements. Furthermore, Vendors are solely responsible for ensuring full conformance with all applicable Property Manager and regulatory requirements. Property Managers and/or Vendors are urged to review details of results provided by the Compliance Module and should contact VendorPM to report any concerns.
If there is a dispute regarding the Service between users of the Site, or between users and any third parties, you understand and agree that VendorPM is under no obligation to become involved, however, when VendorPM chooses to get involved, our ruling on the dispute is final and binding.
For Canadian Users
To the greatest extent permitted by applicable law, any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated or representative action.
To the greatest extent permitted by applicable law, any dispute, controversy or Claims arising under or relating to these Terms and this provision agreeing to arbitrate, including any question regarding each of their existence, interpretation, enforcement, validity, applicability, breach or termination, or the relationship created by these Terms, shall be submitted to final and binding arbitration, without a right of appeal. The arbitration shall be conducted in Toronto, Ontario in English. The arbitration shall be conducted by a single arbitrator who shall be agreed upon by all parties to the arbitration or, failing such agreement, the arbitrator shall be appointed by the International Centre for Dispute Resolution, acting only as appointing authority, with the fees of the appointing authority to be initially paid by VendorPM but may be reimbursed to VendorPM by the arbitrator in the award. The parties to the arbitration will equally share the costs of the arbitrator and each party shall bear its own costs involved in preparing and presenting its case during the course of the arbitration, subject to the arbitrator in the award allocating all or part of such costs to the prevailing party. If you demonstrate that you cannot afford payment of the arbitrator’s fees, the arbitrator may require the fees to be initially paid by VendorPM but may be reimbursed to VendorPM by the arbitrator in the award. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the parties.
If, for any reason, a dispute, controversy or Claim proceeds in court rather than by way of arbitration, we each waive any right to a jury trial.
For U.S. Users
The arbitration shall be conducted before one commercial arbitrator from JAMS, rather than by a court. The arbitration will be governed by the JAMS Streamlined Arbitration Rules & Procedures. Any election to arbitrate by one party shall be final and binding on the other.
You and VendorPM agree that these Terms affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by Applicable Law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT.
The arbitration may be conducted in Cook County, Illinois, or, upon the plaintiff's request, in the city closest to plaintiff's location where JAMS maintains an office, unless the parties agree otherwise in writing. The arbitrator's award shall be final and binding on all parties subject to these Terms and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding anything to the contrary herein, to the extent the dispute arises from: (a) a violation of your or VendorPM's intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; or (c) any claim for equitable relief; then both parties agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a Delaware state or federal court, consistent with the “Governing Law” clause in Section 24 below, and both parties consent to exclusive jurisdiction and venue in such courts. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
To the greatest extent permitted by applicable law, any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated or representative action.
To the fullest extent permissible under applicable law, all Claims shall be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other Claims shall be consolidated or joined with your Claims, whether through class arbitration proceedings or otherwise.
YOU AND VENDORPM AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY CLAIM TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of these Sections 17-19 by sending a letter or other written notice to: VendorPM Unit 118 372 Richmond St W, Toronto. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By not opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Sections 17-19.
If any portion of Sections 17-19 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of these Sections 17-19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to Sections 17-19; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of Sections 17-19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of Sections 17-19 will be enforceable.
19. Any dispute must be filed within one (1) year after the relevant claim arose; otherwise, the dispute is permanently barred, which means that you and VendorPM will not have the right to assert the claim.
Links from Third Party Platforms: VendorPM prohibits third parties from producing materials which contain links to the Site or framing of content contained within the Site without our prior written consent, which we may withhold in our sole and absolute discretion. We reserve the right to disable any such unauthorized links or framing. VendorPM has no responsibility or liability for any material that may contain links to the Site.
We welcome your feedback on our Site and Service. If you want to send us your feedback, we simply request that you send it to us through the Contact Us link found in the footer of the Site or as described below under the “Contact Us” heading.
In your feedback or other communications with us, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services (collectively, “Unsolicited Ideas and Materials”). We will be free to use or copy all or a portion of any Unsolicited Ideas and Materials you provide to us or post on the Site, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating and/or marketing goods or services.
We are constantly changing and improving our Site or Service. We may add or remove functionalities or features, and we may suspend or stop all or part of the Site or Service altogether. You can stop using our Site or Service or cancel your Account at any time. VendorPM may also stop providing Site or Service to you, or add or create new limits to our Site or Service at any time.
VendorPM may, in our sole discretion and without notice, restrict, deny, terminate these Terms or suspend the Service, effective immediately, in whole or in part, and without refund:
(a) if we determine that your use of the Service violates these Terms, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues;
(b) to protect the integrity or availability of the Service or Site;
(c) if we become aware of or receive a complaint or a series of complaints from any user or third party regarding a Listing or services that, in our sole discretion, warrants the immediate removal of such Listing from the Site;
(d) if you no longer agree to receive electronic communications related to your use of the Service; or
(e) if your use of the Service conflicts with VendorPM’s interests or those of another user of the Service.
Upon our notice that your use of the Service has been terminated, you must immediately stop using the Service and any outstanding payments will become due. Any termination of this Agreement shall not affect VendorPM’s rights to any payments due to us.
The termination of a subscription terminates all Accounts associated exclusively with that subscription. After such termination, VendorPM will have no further obligation to provide the Service to you. Upon termination of your right to use our Service or our termination of the Service to you, all licenses and other rights granted to you by these Terms will immediately terminate.
Despite anything to the contrary, all of your covenants, agreements, representations and warranties made in these Terms will survive termination of the Service to you and remain in full force and effect.
We may amend these Terms from time to time as our business evolves, in response to legal developments, as new technologies become available, or as we introduce new features, products or services.
When we make changes to these Terms we will revise the “Last Updated” date at the top of the Terms. You should check back here periodically to find out if any changes have been made to the Terms. If we make material changes we will, as appropriate prominently post these changes to the Site or notify registered users directly. We will provide you with an opportunity to accept or reject a material change. Material changes will become effective no sooner than thirty (30) days after they are posted. However, changes addressing new functions or changes made for legal reasons will be effective immediately.
If you disagree with any change to the Terms, you may close your Account and refrain from using the Site or Service. Continuing to use the Site or Service after we post or communicate a change signifies that you consent to the revised Terms.
(a) Communications: All notices and other communications to VendorPM under these Terms must be in writing and must be delivered either by email or by internationally recognized courier service to the contact information set out below under “Contact Us”. When you contact us or register for an Account, you consent to receive communications from us electronically related to your Account and your use of the App. You agree that any such email communication shall constitute legal written communication in compliance with any and all legal notice requirements, to the greatest extent permitted by Applicable Law.
(b) Relationship: You acknowledge and agree that no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or by your use of the Site or Service.
(c) Force Majeure: VendorPM will not be liable to you for any delay in delivery of any products or services, including any delay or lack of access due to an event beyond VendorPM’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, epidemic, pandemic, governmental authority action, uprising, earthquake, flood or any other natural or man-made conditions outside of VendorPM’s control. VendorPM will not be liable or responsible for any failure to perform or delay in performance of, any of its obligations under these Terms that is caused by events outside its reasonable control.
(d) Waiver and Severability: To the extent that a court of competent jurisdiction determines any part of these Terms to be invalid or unenforceable, that part will be modified by the court solely to the extent necessary to cause that part to be enforceable, and the remainder of these Terms will remain in full force and effect. VendorPM’s failure to exercise or enforce a legal right, remedy or benefit which is contained in these Terms or any Applicable Law does not constitute waiver of its right to do so later.
(e) Assignment: These Terms and any rights, licenses and privileges granted by these Terms, may not be transferred or assigned by you, but may be assigned or transferred by VendorPM without restriction and without notice to you.
(g) Interpretation: These Terms shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The division of these Terms into paragraphs or other subdivisions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of these Terms.
(h) Governing Law: The Site is operated from VendorPM’s offices located within the Province of Ontario, Canada, but can be accessed from jurisdictions whose laws may differ from those of the Province of Ontario. Unless the Applicable Laws of your jurisdiction require that the laws of your jurisdiction govern, for Canadian Users these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario, Canada, for United States Users, these Terms shall be governed by and construed in accordance with the laws of the State of Illinois and the United States of America, without regard to its choice of law provisions. For any claims not subject to the terms of the Disputes & Arbitration section above, the parties agree that jurisdiction and venue in any legal proceeding relating in anyway to these Terms or this Site shall be, for Canadians Users in the judicial district of Toronto, Province of Ontario, Canada, and for United States Users in the state of federal courts located in Cook County, Illinois. VendorPM makes no warranty or representation that any or all content and/or Service provided on or through the Site or any other materials or services referenced therein, are lawful in other jurisdictions or available for use in all jurisdictions. You agree that if you access the Site outside of the State of Illinois or the Province of Ontario, you are responsible for compliance with local laws.
(i) Electronic Signatures, Counterparts and Electronic Delivery: Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in these Terms are intended to authenticate this writing and to have the same force and effect as manual signatures. Vendor further agrees that an electronic signature may be used for any document transmitted via the VendorPM Service that requires a signature and that such document may be signed in counterpart copies and such copies shall be binding on the parties to that agreement. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Delivery of an executed copy of these Terms or any document delivered via the VendorPM Service by facsimile or electronic transmission constitutes valid and effective delivery.
(j) Language of Terms: The parties have agreed that these Terms and all related documents be drafted in English.
If you have any questions or comments about these Terms, the Site or the Service, please contact us at: firstname.lastname@example.org