VENDOO ENTERPRISE — TERMS AND CONDITIONS
Last Updated: October 13, 2025
1. AGREEMENT TO TERMS
These Terms and Conditions (the "Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Customer," "you") and Vendoo, Inc. ("Vendoo," "Company," "we," "us," or "our"), concerning your access to and use of (a) the Vendoo enterprise software-as-a-service platform and related features (the "Services") and (b) the website located at https://vendoo.co and any related media form, media channel, mobile website or mobile application (collectively, the "Site"). By creating an account, completing online checkout, clicking "accept," or accessing or using the Services or Site, you acknowledge that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date above; your continued use after the effective date constitutes acceptance of the revised Terms. It is your responsibility to periodically review these Terms to stay informed of updates.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Those who access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if applicable. The Site is intended for users who are at least 18 years old; persons under the age of 18 are not permitted to use or register for the Site.
2. DEFINITIONS
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
"Authorized Users" means employees, contractors, or agents that Customer authorizes to use the Services under Customer’s account.
"Customer Data" means data, content, images, listings, inventory information, metadata, and other materials submitted to, imported to, connected to, or collected by the Services from Customer systems or Third-Party Platforms.
"Documentation" means user guides, FAQs, and other materials we provide for the Services.
"Order" means the online checkout or order page identifying plan tier(s), quantities (including seats), term, and pricing.
"Third-Party Platforms" means marketplaces, commerce platforms, or other third-party services integrated with the Services (e.g., eBay, Poshmark, Shopify).
3. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site and Services are our proprietary property, and all source code, databases, functionality, software, designs, audio, video, text, photographs, graphics, and other materials (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us and are protected by applicable laws. The Content and Marks are provided "AS IS" for your information and permitted use. Except as expressly provided in these Terms, no part of the Site or Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. We reserve all rights not expressly granted.
Any custom features, integrations, configurations, scripts, or deliverables developed by or for Vendoo in connection with the Services remain the exclusive intellectual property of Vendoo, even if funded or requested by Customer. Customer may not use Vendoo’s names, logos, or trademarks without prior written consent. No partnership, agency, or endorsement is implied.
4. USER REPRESENTATIONS AND REGISTRATION
By using the Site or Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and agree to comply with these Terms; (4) you are not a minor; (5) you will not access the Site or Services through automated or non-human means; (6) you will not use the Site or Services for any illegal or unauthorized purpose; and (7) your use will not violate any applicable law or regulation. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username that we deem inappropriate.
5. PLANS, FEATURES, FEES, AND PAYMENT
5.1 Plans and Features.
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Standard Plan — USD $399/month (annual billing discount equal to two months of billing); includes 3 user seats, with additional seats at USD $27 per user per month. Standard features include admin roles; offline and online inventory management; import directly from marketplaces; CSV bulk import; AI item creation; AI photo editing and background removal; bulk action cross-listing; consolidated picking lists; quick access customer service desk; grading and item acceptance; and AI agents. |
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Custom Plan — Customers subscribing to a Custom Plan receive all features available under the Standard Plan, together with additional customization and expanded access to Vendoo Virtual Assistants. Custom Plans may include enhanced integrations with third-party systems such as warehouse management (WMS), enterprise resource planning (ERP), or inventory management systems (IMS), as well as other specialized service configurations. The specific scope of services, pricing adjustments, and any unique service levels or data-handling requirements shall be defined in a separate Custom Plan Amendment, which forms an integral part of these Terms and Conditions when executed. |
5.2 Optional Add-ons
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One-Time Professional Services Onboarding — Customers may elect to purchase One-Time Professional Services Onboarding, which includes full-service import, initial marketplace mapping, and data alignment for existing inventory. This service is provided on a per-project basis and is complimentary for annual-billed subscriptions. For monthly-billed customers, pricing is as follows: up to 5,000 items at USD $499, up to 10,000 items at USD $799, and up to 20,000 items at USD $1,299. Projects exceeding 20,000 items require a Custom Plan Amendment. Professional Services are billed in advance, non-refundable once initiated, and deemed accepted upon completion of the import and data verification. Vendoo shall exercise commercially reasonable care in performing these services but makes no warranty regarding data accuracy originating from third-party sources or Customer-provided files. |
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Ongoing Virtual Assistant Services — Customers may elect to purchase a Virtual Assistant Add-On, under which Vendoo Virtual Agents (“Agents”) may access the Customer’s Vendoo account or connected marketplace accounts to perform agreed operational tasks, including listing creation, data entry, inventory updates, and related activities. Customer authorizes Vendoo to act solely within the scope of such delegated access and acknowledges that all content, listings, and transactions remain the Customer’s responsibility. Vendoo shall exercise commercially reasonable care in performing these services but shall not be liable for marketplace actions, account restrictions, or errors arising from Customer data, third-party platforms, or instructions provided by the Customer. The Add-On is billed monthly in advance at $749 per month per account and renews automatically unless terminated in writing by either Party with thirty (30) days’ notice. |
5.3 Customer Support & SLA. Vendoo shall provide enterprise-grade customer service and technical support for the Platform during normal business hours, Monday through Friday, 9:00 a.m. – 6:00 p.m. Eastern Time, excluding U.S. federal holidays. Support shall be available via Intercom chat and email at enterprise-cs@vendoo.co, with best-effort response within two (2) business days for general inquiries. Vendoo will use commercially reasonable efforts to maintain at least ninety-eight percent (98%) annual uptime, excluding scheduled maintenance, emergency maintenance, third-party marketplace outages, or force-majeure events. Customers on Custom Plans may receive enhanced support channels, including private Slack access, dedicated customer success management, or priority issue resolution, as described in their applicable Order Form. Vendoo shall not be responsible for issues caused by customer configuration, third-party systems, or unauthorized modifications. Service credits for verified downtime, if granted at Vendoo’s sole discretion, will be applied to future invoices and are not redeemable for cash.
5.4 Billing and Taxes. Fees are billed monthly in advance to a valid credit card on file; annual billing may be selected with the stated discount. Fees are exclusive of taxes; Customer is responsible for all applicable taxes, duties, and similar governmental assessments.
5.5 Grace Period; Suspension. If a payment attempt fails, Vendoo will notify Customer and allow a seven (7) day grace period. Thereafter, Vendoo may suspend or throttle Services, including removing or disabling listings, until payment is cured.
5.6 Credits and Refunds. Except as expressly stated herein or in an Order, fees are non-refundable. Upon Vendoo’s approval (Customer Success review and at Vendoo’s discretion), early-termination credits may be applied to Vendoo’s B2C plans.
6. TERM; RENEWAL; CANCELLATION
6.1 Term and Auto-Renewal. The initial subscription term is twelve (12) months from the effective date of the Order and auto-renews for successive twelve-month terms unless canceled as provided herein.
6.2 30-Day Trial (New Enterprise). New Enterprise Customers may cancel within thirty (30) days of initial activation and receive a pro-rata refund of subscription fees paid for that period (one-time per Customer).
6.3 Non-Renewal. Either party may elect not to renew by providing notice via the account portal or in writing at least thirty (30) days before the end of the then-current term.
6.4 Early Termination Review. Customer may request early termination; Vendoo’s Customer Success team will review. Vendoo may approve with conditions (e.g., fees through an agreed date and/or application of credits to Vendoo B2C plans). In the event of a material breach by Customer, as described in section 8. Vendoo reserves the right to immediately suspend Services, delist all associated items, and terminate marketplace connections without prior notice.
7. ACCESS TO YOUR ACCOUNTS; THIRD-PARTY PLATFORMS
Customer may link the Services to third-party accounts and marketplaces either by providing credentials via OAuth/API or by authorizing Vendoo-managed connections. Customer represents it is entitled to grant such access and remains responsible for compliance with third-party terms. Vendoo may access, make available, and store data from such accounts as necessary to provide the Services. If a third-party account or service becomes unavailable or access is terminated by the provider, the related content may no longer be available through the Services.
Vendoo is not liable for outages, API changes, or actions of Third-Party Platforms that cause degraded functionality or data issues. Some providers impose restrictions on how accounts may be accessed; Customer is solely responsible for compliance with its third-party agreements.
8. PROHIBITED ACTIVITIES
Without limitation, Customer shall not: (1) systematically retrieve data from the Site or Services to create a database without written permission; (2) make any unauthorized use of the Site or Services, including creating user accounts by automated means or under false pretenses; (3) advertise or offer to sell goods and services on the Site without approval; (4) use any automated system (spiders, robots, scrapers) without authorization; (5) circumvent security controls; (6) impersonate another user; (7) sell or transfer profiles; (8) harass or abuse others; (9) use the Site to compete with or benchmark the Services except as permitted by law; (10) reverse engineer or attempt to bypass any measures designed to prevent or restrict access; (11) upload malware; (12) delete proprietary notices; (13) Customer shall not use any third-party software, automation scripts, or non-approved integrations to interact with the Services or connected marketplaces. Customer acknowledges that any incorrect configuration, misuse, or unauthorized integration that results in data loss, listing errors, or negative marketplace outcomes shall not constitute a breach by Vendoo. Vendoo is under no obligation to restore, repair, or remediate such issues and may assess additional fees for optional restoration work; or (14) violate any applicable law.
9. USER-GENERATED CONTRIBUTIONS; CONTRIBUTION LICENSE
The Site may invite users to participate in forums, comments, or similar features. Contributions made to the public Site may be visible to others; do not include confidential information. You retain ownership of contributions but grant Vendoo a worldwide, royalty-free license to host, display, and reproduce such contributions on the Site. Business and operational data uploaded into the Services constitutes Customer Data and is governed by Section 12 (not this Section 9).
10. PRIVACY; COOKIES; CHILDREN
We care about data privacy and security. Please review our Privacy Policy at https://vendoo.co/privacy (the "Privacy Policy"). By using the Site or Services, you agree to be bound by the Privacy Policy, which is incorporated herein by reference. The Site is hosted in the United States; by accessing the Site or Services from other regions, you consent to the transfer and processing of your data in the United States. We do not knowingly collect data from children under 13; if such data is discovered, it will be deleted.
11. DATA RIGHTS; SECURITY; COMPLIANCE
11.1 Ownership. As between the parties: (a) Customer owns Customer Data; and (b) Vendoo owns the Services, software, Documentation, and all related IP.
11.2 License to Operate Services. Customer grants Vendoo a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data to provide and support the Services (including security, support, troubleshooting, and product improvement).
11.3 Aggregated/Anonymized Use; AI & Benchmarking. Customer grants Vendoo the right to use anonymized and/or aggregated data derived from Customer Data for analytics, benchmarking, and AI model training and improvement (including internal LLMs and agents), provided such data does not identify Customer or any natural person.
11.4 International Transfers and Sub-processing. Vendoo may use reputable hosting providers (including AWS and GCP) and other sub-processors. Where GDPR applies and data is transferred outside the EEA/UK in a manner requiring a transfer mechanism, the parties adopt the EU Commission Standard Contractual Clauses (Controller-to-Processor) Module 2 (and the UK IDTA/Addendum as applicable), with Vendoo as data importer and Customer as data exporter.
11.5 Security Measures. Vendoo will maintain administrative, organizational, technical, and physical measures appropriate to the nature of processing and risk, designed to protect confidentiality, integrity, availability, and resilience; including access controls, encryption in transit, network segmentation, vulnerability management, logging/monitoring, and employee confidentiality obligations.
11.6 Breach Notification. Vendoo will notify Customer without undue delay (and in no case later than seventy-two (72) hours after confirmation) upon becoming aware of a Personal Data Breach affecting Customer Personal Data and will provide information reasonably required to meet legal obligations, subject to confidentiality and security constraints.
11.7 Assistance; Requests. Taking into account the nature of processing, Vendoo will provide reasonable assistance to Customer in responding to verified data subject requests and meeting security/DPIA obligations.
11.8 Audit Right (Physical). No more than once annually (and following a confirmed Personal Data Breach), Customer may conduct a focused, on-site audit of Vendoo’s relevant facilities and controls during normal business hours, with thirty (30) days’ prior written notice, subject to reasonable time/scope and confidentiality restrictions; Customer bears its own and Vendoo’s reasonable supervision costs.
11.9 Deletion & Return. Upon termination or expiration, Vendoo will provide thirty (30) days of read-only access for export; on written request during that window, Vendoo will export Customer Data in CSV format. Afterward, Vendoo will delete Customer Data from active systems and, within standard backup cycles, from backups—unless retention is required by law.
12. SUPPORT; SERVICE LEVELS
Standard Support: Intercom and email support during U.S. Eastern Time business days. Custom Plan Support: may include Slack access as specified in the Order. Uptime Target: 98% monthly. Initial Response Target: within three (3) business hours during U.S. Eastern Time business hours. If monthly uptime falls below 98% (excluding planned maintenance, factors outside Vendoo’s reasonable control, Customer systems/misuse, Third-Party Platform outages/changes, alpha/beta features, or internet/third-party network failures outside Vendoo’s control), Customer may request a service credit equal to five percent (5%) of monthly fees for each full percentage point below 98%, capped at twenty percent (20%) for that month. Credits are applied to future invoices and are the sole and exclusive remedy for SLA shortfalls.
13. MARKETING; WHITE-LABEL; PUBLICITY
Any white-label implementation requires Customer’s co-marketing opt-in (case study or logo use mutually agreed). Vendoo may list Customer’s name and logo on customer lists and websites unless Customer opts out by notice.
14. U.S. GOVERNMENT RIGHTS
The Services are "commercial items" as defined in FAR 2.101. If acquired by or on behalf of any agency not within the Department of Defense (DoD), the Services are subject to these Terms in accordance with FAR 12.212 (computer software) and FAR 12.211 (technical data). If acquired by or on behalf of any DoD agency, the Services are subject to DFARS 227.7202-3, and DFARS 252.227-7015 applies to technical data acquired by the DoD.
15. SITE MANAGEMENT
We reserve the right, but have no obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who violates the law or these Terms; (3) refuse, restrict access to, limit availability of, or disable any Contributions; (4) remove from the Site or otherwise disable files and content that are excessive in size or burdensome; and (5) manage the Site to protect our rights and property and to facilitate proper functioning of the Site.
16. COPYRIGHT INFRINGEMENTS (DMCA)
To submit a copyright infringement claim, email hello@vendoo.co with the information required by 17 U.S.C. §512(c)(3). Counter-notices may be sent to the same address pursuant to 17 U.S.C. §512(g). Users who violate our repeat infringer policy may have their accounts terminated.
17. DISCLAIMERS
EXCEPT AS EXPRESSLY STATED, THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VENDOO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. VENDOO DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
18. INDEMNIFICATION
18.1 By Vendoo (IP Infringement). Vendoo will defend and indemnify Customer against third-party claims alleging that the unmodified Services infringe a U.S. patent, copyright, or trademark, and will pay resulting damages and reasonable attorneys’ fees awarded by a court or agreed in settlement. If the Services are enjoined, Vendoo may procure rights, modify/replace the Services, or terminate access with a pro-rata refund of prepaid unused fees.
18.2 By Customer. Customer will defend and indemnify Vendoo and its Affiliates against claims arising from (a) Customer Data (including alleged infringement or violation of law or Third-Party Platform terms), (b) misuse of the Services, or (c) use in breach of these Terms.
18.3 Procedure. The indemnified party must promptly notify the indemnifying party, allow control of the defense, and reasonably cooperate.
19. LIMITATION OF LIABILITY
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VENDOO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A PARTY’S WILLFUL MISCONDUCT.
20. DISPUTE RESOLUTION; GOVERNING LAW; VENUE
These Terms and any disputes arising hereunder are governed by the laws of the State of Delaware, without regard to conflicts of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware. Each party waives any objection to venue and personal jurisdiction in such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply.
21. ELECTRONIC COMMUNICATIONS; TRANSACTIONS; SIGNATURES
Visiting the Site, sending emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communication be in writing. YOU AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
22. MISCELLANEOUS
Order of Precedence. In case of conflict: (1) these Terms; (2) the Order; (3) the Documentation; and (4) the Privacy Policy. Assignment. Neither party may assign these Terms without consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Export. Customer will comply with applicable export and sanctions laws. Force Majeure. Neither party is liable for failure or delay due to events beyond reasonable control. Severability; Waiver. If any provision is unenforceable, the remainder stays in effect. Failure to enforce is not a waiver. Entire Agreement. These Terms and any Order constitute the entire agreement regarding the Site and Services.
23. CONTACT INFORMATION
Vendoo, Inc.
11605 Idlewood Rd., Silver Spring, MD 20906, USA
hello@vendoo.co • privacy@vendoo.co
