Last updated: June 23, 2020
These terms service (the “Terms of Service”) are a legal agreement between you and 12a Labs Inc. d/b/a The Vendry (“Vendry”, “we,” “us,” or “our”). These Terms of Service specify the terms under which you may access and use our website located at https://thevendry.com/ (the “Site”) and the user platforms accessible on the Site (each, a “Platform,” and together with the Site, the “Services”)
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” APPLY ONLY TO VENDORS AND EVENT PLANNERS AND CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IF YOU ARE A VENDOR OR AN EVENT PLANNER, THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
The Services provide a platform where venue and event professionals (“Vendors”) can provide information about their services (“Vendor Services”) to interested Site visitors (“Visitors”) and event planners procuring such services (“Event Planners”). Visitors, Vendors and Event Planners may sometimes be collectively referred to as “Users” in these Terms of Service.
Visitors. Visitors are people who explore the Site to obtain information about Vendors and Vendor Services. No login is required for Visitors to browse the Site. Visitors can access all publicly-available content and features of the Site, and can contact us using the contact link on the Site.
Event Planners. Like Visitors, Event Planners use the Site to obtain information about Vendors and Vendor Services. However, Event Planners also establish a User account with us so that they may upload resumes, publish personal brand portfolios and access additional content, tools and functionality on the Site.
Vendors. Vendors use the Site to promote their businesses and connect with Event Planners looking to engage them for their Vendor Services. In order to become a Vendor you must establish a User account with us.
User Accounts. Vendry is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion. To create a User account, you or your authorized representative will be prompted to create a password and user name (“Vendry User ID”) and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (collectively “Login Credentials”). You may not transfer your account to anyone else without our prior written permission. When creating your account, you must provide true, accurate, current, and complete information about yourself. Each Vendry User ID and corresponding password can be used by only one individual. You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.
The Services are available only to individuals aged 16 years or older. If you are 16 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 16, you may use the Services only with the consent of your parent or guardian.
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason.
The Services allow Users to post, upload, and transmit content such as videos, photos, images, text, graphics, and other materials (collectively, “User Content”). Even if you are not a Vendor, as a Visitor or an Event Planner you may have the opportunity to post User Content such as comments, reviews, or other materials.
You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT VENDRY, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES. We are not obligated to publish any User Content on our Services, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, subject to certain limitations related to Vendor Marks (as defined), as set forth below.
To the extent any Users’ name, trademarks, trade names, service marks, and/or logos (“User Marks”) are published or displayed on the Services as part of its User Content (including, but not limited to, in connection with the sale of its products), User hereby grants Vendry and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such User Marks solely in connection with our provision of the Services and operation of the Site. Users represent and warrant that the User Marks are owned by User or that User has all rights necessary to grant us the foregoing license, and that the User Marks, and their use by Vendry as permitted herein, do not and will not infringe or misappropriate the intellectual property rights of any third party.
If you submit User Content to us, each such submission constitutes a representation and warranty to Vendry that (i) you have received all necessary releases and consent from all individuals that appear in the User Content, and (ii) such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that the User Content and its use by Vendry and our content partners as permitted by this Agreement does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, moral rights, or rights of privacy or publicity of any person, or contain any libelous, defamatory, or obscene material or content that violates the Agreement.
The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Vendry and our licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Vendry (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.
We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.
The trademarks, service marks, and logos of Vendry (the “Vendry Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Vendry. Other company, product, and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Vendry Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Vendry Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
Subject to the terms and conditions of this Agreement, Vendry grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your personal purposes. Vendry may terminate this license at any time for any reason. Further, when using or accessing the Services, you agree that:
You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
You will not access or use the Services to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
You will not allow anyone to access and use your account;
You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;
You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and
You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.
Vendry reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.
Vendry respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
THE SERVICES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY VENDRY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. VENDRY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, AND ALL SERVICES OFFERED BY VENDORS THROUGH OUR SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENDRY DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU UNDERSTAND THAT VENDRY DOES NOT PROVIDE THE VENDOR SERVICES OFFERED THROUGH OUR SITE. ANY LEGAL CLAIM RELATED TO ANY VENDOR SERVICES YOU PURCHASE THROUGH CONSULTING OUR SITE MUST BE BROUGHT DIRECTLY AGAINST THE VENDOR OF THE VENDOR SERVICES. YOU HEREBY RELEASE VENDRY FROM ANY CLAIMS RELATED TO VENDOR SERVICES PROVIDED THROUGH OUR SITE, INCLUDING FOR MISREPRESENTATIONS BY VENDORS. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE OUR SERVICES, ANY VENDOR SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF OUR SERVICES, ANY VENDOR’S SERVICES, OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100). VENDRY SHALL NOT BE LIABLE FOR DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR OR ANY THIRD PARTY’S PURCHASE OR USE OF ANY VENDOR SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
Users shall indemnify, defend, and hold harmless Vendry, its affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to (i) if User is a Vendor, the Vendor Services, (ii) User Content, (iii) the misuse of the Content or the Services, (iv) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right, and (v) alleged failure of Users, the Vendor Services or User Content to comply with this Agreement or any laws, regulations, warranties, guarantees, or representations of the User.
The Services are based in the United States. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
This Section 11 and Section 12 below only apply to Vendors and Event Planners who have accepted this Agreement.
In the event of a dispute arising between you and Vendry under or relating to this Agreement or the Services (not a dispute between Users) (each, a “Dispute”), either you or Vendry may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR VENDRY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN
SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by you and Vendry, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Vendry will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 20 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in Manhattan, New York for purposes of any such action by us. 14. DISPUTES BETWEEN AND AMONG USERS. If there is a dispute between or among Users of the Services, you agree to initiate the dispute with Vendry directly. Vendry will take steps to mediate the User dispute in its sole, reasonable
discretion. Vendry will keep each party updated as to the status of disputes by messaging the parties through the accounts on the Service. Notwithstanding Vendry’s good faith efforts, some disputes may not be resolved in a manner that satisfies all parties. Vendry’s decision with respect to all disputes is final. In the event that you have a dispute with one or more other Users, you release Vendry, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.
No failure or delay by Vendry in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy. If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect. The Agreement constitutes the final and complete agreement between you and Vendry regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.
If you have questions about the Agreement or our Services, please contact us via email at [email protected].
Copyright 2020 12a Labs Inc.. All rights reserved.