Security Policy

Vendia Security Policy​

Last modified: January 13, 2023

By accessing and/or using any of Vendia’s services, you (hereinafter referred to as the “customer”) are hereby accepting all of the terms and conditions of the Vendia terms of use (hereinafter referred to as the “agreement”). If you do not agree to this agreement in its entirety, sans a fully executed separate agreement between you and Vendia, you may not access and/or use any of Vendia’s services. You agree your acceptance of this agreement shall be as enforceable as a written agreement executed by you and Vendia.

For any employee, contractor, or agent of a legal business entity, you must be an authorized representative or authorized signatory who may bind said legal business entity in order to accept this agreement, and by accepting the agreement, you represent and warrant that you have the authority to do so. Any and all rights granted under the agreement are contingent upon acceptance by an authorized representative or authorized signatory and shall be considered null and void otherwise.

Agreement

The Vendia Terms of Use (hereinafter, the “Agreement”) are entered into by and between Vendia, Inc. and the entity or person placing an order for, using, and/or accessing any of Vendia’s Services (hereinafter, “Customer” or “You”). This Agreement consists of the terms and conditions set forth below and any attachments, addenda or exhibits referenced in this Agreement, and any Order Forms that reference this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any of Vendia’s Services through any online provisioning, registration, or order process or (b) the effective date of the first Order Form governed by this Agreement. This Agreement shall also govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer through any Order Form governed by this Agreement.

At any time, and for any reason, Vendia may modify this Agreement. Unless otherwise specified by Vendia, all changes become effective for the Customer upon renewal of the then-current Term or upon the effective date of any Order Form subsequently after the updated version of this Agreement goes into effect. Vendia will use commercially reasonable efforts to notify Customer of any changes through communications via Customer’s account, email, or any other means. Customer may be required to click to accept or otherwise agree to the updated version of this Agreement prior to renewing any Term or upon the effective date of a subsequent Order Form. Notwithstanding the foregoing, and in any event, continued use of any of Vendia’s Services after the aforementioned updated version of this Agreement goes into effect will automatically constitute Customer’s acceptance of such updated version.

1. Use of the services

  1. Generally. Customer may access and use the Services in accordance with this Agreement. Customer will comply with the Agreement’s terms and conditions in addition to all laws, rules, and regulations applicable to Customer’s use of the Services; Customer is responsible for evaluating and monitoring Customer Data and its compliance with the same, or any other requirements that Customer or Customer Data may be subject to.
  2. If Customer obtains any software (exclusive of public Github repository content) from Vendia or any third-party licensors in connection with the Services, Customer may not transfer such software outside of the Services without prior approval from Vendia.
  3. Customer must comply with the current Documentation applicable to the Services.
  4. Customer agrees to follow any technical, operational, or development guidelines issued by Vendia with respect to interacting with the Services and associated APIs.
  5. Customer will provide information or other materials related to any and all data provided by Customer to Vendia to enable the provisioning of the Services (“Customer Data”).

2. SAAS services and support

  1. Subject to this Agreement’s terms, Vendia will use commercially reasonable efforts to provide Customer the Services as well as any applicable technical support services in accordance with the Service Level Agreement ( “SLA”) located at: https://www.vendia.com/legal. Customer will identify one or more administrative usernames and associated passwords for Customer’s Vendia account(s).
  2. Service level agreements. Vendia may change, discontinue, or add SLAs from time to time in accordance with this Agreement.
  3. Data protection. Customer agrees to take all necessary steps to abide by and remain in compliance with the Data Processing Addendum (“ DPA”), as well as any other applicable data or consumer privacy laws if Customer stores personal data while using the Services.

3. Trade compliance

In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations. For clarity, Customer is solely responsible for compliance related to the manner in which Customer uses the Services.

4. Independent contractors & non-exclusivity

Vendia and Customer are independent contractors. This Agreement will not create a partnership, joint venture, agency, or employment relationship.

5. Restrictions & responsibilities

  1. Customer will not directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover, access, or modify the Software; or engage in DDOS, penetration testing, or other forms of usage outside of normal development and production.
  2. Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto.

6. Security & data privacy

  1. Vendia will implement reasonable measures designed to help Customer secure Customer Data against accidental or unlawful loss, access, or disclosure.
  2. Customer may specify the Cloud Service Provider(s) and region(s) in which Customer Data will be stored. Vendia will not access or use Customer Data except as necessary to maintain or provide the Services.

7. Confidentiality; proprietary rights

  1. Each party understands that the other party has disclosed or may disclose non-public business, technical or financial information relating to the Disclosing Party’s business. The Receiving Party agrees to take reasonable precautions to protect such Proprietary Information and not to use or divulge to any third person any such Proprietary Information.

8. Payment terms

  1. Customer will pay Vendia the fees outlined in the Order Form for the Services. If Customer’s use exceeds the Service Capacity set forth, Customer shall be billed for such usage.
  2. Vendia may choose to bill through an invoice, in which case full payment must be received within 30 days after receipt of such an invoice.

9. Term & termination

  1. Subject to earlier termination, this Agreement is for the Initial Service Term as specified in the subsequent Order Form and shall be automatically renewed unless either party provides a written notice of termination at least thirty (30) days prior to the end of the Initial Service Term.

10. Warranty & disclaimer

Vendia shall use reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions, but does not warrant that the Services will be uninterrupted or error free.

11. Limitation of liability

Vendia and Customer shall not be liable for any indirect, exemplary, incidental, special or consequential damages.

12. Indemnification

Vendia shall defend, indemnify and hold Customer harmless from any Claims made or brought against Customer arising out of or related infringement by the Service or Software of any intellectual property right, provided Vendia is promptly notified of any claims.

13. Force majeure

Neither party shall be liable for any delay or failure to perform any obligation under this Agreement due to causes beyond the affected party’s reasonable control.

14. Governing law & jurisdiction

This Agreement shall be governed by the laws of the State of California.

15. Assignment

This Agreement is not assignable, transferable, or sublicensable by Customer except with Vendia’s prior written consent.

16. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and enforceable.

17. Definitions

“ Affiliate” means any entity which owns or controls, is owned or controlled by, or is under common ownership or control with respect to either Party. “ Documentation” means any content we or any of our Affiliates make available in connection with the Services. “ Order Form” means any order form outlining the Fees for the provisioning of Services by Vendia for Customer. “ Services” means the services made available by Vendia and provided to Customer. “ Service Offering” means a particular Service or set of Services provided by Vendia under this Agreement. “ Service Terms” means the additional terms and conditions applicable to a particular Service Offering that Vendia may post on the Vendia Site. “ Software” means any source code, object code, underlying structure, idea, know-how or algorithm that is relevant to the Services. “ Suggestions” means all suggested improvements to the Services that Customer provides to Vendia, including comments made on public forums or other public or multi-user communication channels Vendia owns or operates.