Terms of Use

Updated: August 29, 2024

These Terms of Use (“Terms”) govern your access to and use of the www.vendarapayments.com website and subdomains and online services (the “Services”), as well as mobile applications, portals, products, events and interactive features, or other services that we operate and that link to these Terms (collectively, the “Platform”). Please review these Terms carefully before using the Platform because they are a legal contract between you and Vendara Payments, LLC (“Vendara,” “we,” “us” or “our”). By using the Platform or the Services, you agree to be bound by and comply with these Terms. We may change these Terms or modify any features of the Platform at any time. The most current version of the Terms can be viewed by clicking on the “Terms of Use” link posted through the Platform. You accept any changes to the Terms by continuing to use the Platform after we post the changes. If you do not agree to the Terms, do not use the Platform or the Services.

All references to “you” or “your” in these Terms mean the person that registers for, accesses, or uses the Platform or the Services. If you use or access the Platform or Services on behalf of an entity or individual, you represent and warrant that you have the authority to bind that entity or individual. Our Platform is not intended for those under the age of 16 – if you access this Platform or the Services, you represent and warrant that you are at least 16 years of age.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US AND OUR AFFILIATED INDIVIDUALS AND COMPANIES. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND VENDARA AGREE THAT DISPUTES INVOLVING THE SERVICES OR ARISING FROM THESE TERMS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND VENDARA WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.


PRIVACY POLICY AND NOTICE OF INFORMATION PRACTICES

Our Privacy Policy (“Privacy Policy”) is incorporated into these Terms by reference and constitutes a part of these Terms. By using the Platform, you indicate that you understand and consent to the collection, use and disclosure of your information as described in our Privacy Policy.


ADDITIONAL TERMS AND CONDITIONS

In connection with your use of the Sites or Services, you may occasionally be asked to consent to policies or terms and conditions in addition to these Terms. Please read any supplemental policies and terms carefully before making any use of such portions of the Platform. Any supplemental terms will not vary or replace these Terms regarding any use of the Platform or Services unless otherwise expressly stated.

We amend these Terms from time to time, for instance when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.


CONSENT TO ELECTRONIC COMMUNICATIONS

By using our Platform and Services, you agree that Vendara may communicate with you electronically regarding your use of the Platform and Services and that any notices, agreements, disclosures or other communications that Vendara sends to you electronically will satisfy any legal communication requirements, including any requirement that the communication be in writing. To withdraw your consent from receiving electronic notices, please notify us at privacy@vendarapayments.com

PROHIBITED CONDUCT

You may not access or use, or attempt to access or use, the Platform to take any action that could harm us or any third party, interfere with the operation of the Platform, or in a manner that violates any law(s). For example, and without limitation, you may not:

Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. Notwithstanding the fact that Vendara has no legal obligation to monitor the content on the Platform, Vendara reserves the

right to block, remove or delete any content at any time without notice, and to limit or restrict access to any content, for any reason and without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, applicable law, or is otherwise unacceptable to Vendara.

Please also note that individual uploaders have control over the audio content that they store in their account from time to time and may remove any or all audio content or other content without notice. You have no right of continued access to any particular item of content and Vendara shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Vendara or the relevant uploader.


USER CONTENT

Unless specifically requested, Vendara does not wish to receive any confidential, proprietary, or trade secret from you via the Platform (including via contact email made available on the Platform). You remain fully responsible for the materials that you provide to us, including, without limitation, information, requests, creative works, pictures, photographs, letters, documents, demos, ideas, suggestions, reviews, concepts, methods, systems, designs, plans, techniques or other materials submitted, posted, uploaded, sent or otherwise transmitted to us (“User Content”). If you upload to Vendara any User Content, you grant Vendara a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, create collective works from, and distribute, perform, display, license and sublicense (through multiple levels) such User Content in any media now known or hereinafter invented, for the sole purpose of providing Services. In addition to the rights applicable to any User Content, when you post comments or reviews to our Platform or via mentions in social media, you also grant us the right to use the name that you submit with any comment, review, or other content, in connection with the comment, review or other content.

You are solely responsible for all User Content that you post.

You promise that, with respect to any User Content you post on Vendara, (1) you own or have the right to post such User Content; and (2) such User Content, or its use by Vendara pursuant to the license granted below, does not: (i) violate these Terms, including the Vendara User Guidelines, applicable law, or the intellectual property or other rights of any third party; or (ii) imply any affiliation with or endorsement of you or your User Content by Vendara or any individual or entity without the prior express written consent from Vendara or such individual or entity.

We are not obligated to use your User Content. We do not guarantee any confidentiality with respect to any User Content.

The obligations that you have to us under these Terms shall survive termination of the Platform, any use by you of the Platform, any User Content uploaded or sent through the Platform, or these Terms.


INTELLECTUAL PROPERTY

This Platform contains content that is protected under the copyright, trademark and other intellectual property laws of the United States and other countries (“Content”) and these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. Unless otherwise provided in these Terms or elsewhere indicated on the Platform, all intellectual property rights in the Content are owned by us or our third-party licensors to the full extent permitted under United States and

international intellectual property laws, including, without limitation, all videos, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” and arrangement of the Content. Your use of this Platform shall not grant you any claim of ownership over any Content, and you agree to comply with all applicable intellectual property laws. You may print copies of the Content, provided that these copies are made only for personal, non-commercial use, and provided that you maintain any notices contained in the Content, or maintained by the licensor or author, such as all copyright notices, trademark legends, attributions, by-lines or other proprietary rights notices. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify or otherwise exploit any part of the Platform, including the Vendara name and logo, without our prior written consent. You may provide a link to the top page of the Platform unless and until Vendara gives notice that you must discontinue linking to the Platform. You may not store electronically any significant portion of Content from this Platform. The use of Content from this Platform on any other site, including by linking or framing, or in any networked computer environment, for any purpose, is prohibited without our prior written approval.


THIRD-PARTY CONTENT AND LINKS TO THIRD-PARTY PLATFORMS

The Platform may contain links to third-party content that take you outside of the www.vendarapayments.com Platform and the Services (“Linked Sites”). We do not control, endorse, sponsor, recommend or otherwise accept responsibility for such Linked Sites, nor do we make any warranties or representations, express or implied, regarding the content (or the accuracy, currency, or completeness of such content) on any Linked Sites. When you follow a link to another website, that website will be governed by different terms of use and a different privacy policy. You should be sure that you read and agree to those policies. Use of any linked third-party content is at the user’s own risk.


INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Vendara, its officers, directors, affiliates, agents and employees, from and against any claims, losses, damages, fines, penalties or other liabilities in any way associated with: (i) your use of and access to the Platform or Services; (ii) your actual or alleged violation of any of these Terms; and (iii) your violation of any third party right, including any copyright, trademark, trade secret, right of publicity, or privacy right related to your User Content (as applicable) or use of this Platform.


DISCLAIMER OF WARRANTIES

YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION OF THE PLATFORM OR THE INFORMATION, MATERIALS, GOODS OR SERVICES APPEARING OR OFFERED ON THE PLATFORM, ALL OF WHICH ARE PROVIDED “AS IS.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (1) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (3) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE PLATFORM; (4) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF DATA MADE AVAILABLE ON THE PLATFORM OR OTHERWISE BY VENDARA; (5) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY VENDARA OR ANY THIRD PARTY; AND (6) WARRANTY OF TITLE. FURTHER, VENDARA DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED: (1) THAT THE PLATFORM OR ANY EMAIL WE SEND YOU IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT

MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY BECAUSE OF YOUR ACCESS TO, USE OF OR BROWSING ON THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM; OR (2) THAT THE PLATFORM, PLATFORM CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UP-TO-DATE OR UNINTERRUPTED. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

NEITHER WE NOR OUR AFFILIATES TAKE RESPONSIBILITY OR ASSUME LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH WE OR OUR AFFILIATES WILL BE RESPONSIBLE FOR.


LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL VENDARA (OR ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, EMPLOYEES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM) BE LIABLE FOR DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES AND LOST PROFITS, ARISING OUT OF YOUR ACCESS, USE, MISUSE OR INABILITY TO USE THE PLATFORM, PLATFORM CONTENT, USER CONTENT OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF VENDARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL VENDARA’S AGGREGATE LIABILITY (OR THE AGGREGATE LIABILITY OF ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR EMPLOYEES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE PLATFORM, OR THE SERVICES (WHETHER IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, VENDARA’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENDARA DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION. IF YOU ARE DISSATISFIED WITH THE PLATFORM, YOUR SOLE REMEDY IS TO STOP USING THE PLATFORM.


APPLICABLE LAW; JURISDICTION

These Terms are governed by, and must be construed in accordance with, the laws of the United States and the State of Delaware, as applicable, without giving effect to their principles of conflicts of law. By using the Platform, you waive any claims that may arise under the laws of other countries or territories.


DISPUTE RESOLUTION; CLASS ACTION AND JURY TRIAL WAIVER

With respect to any and all disputes arising out of or in connection with the Platform or these Terms (including, without limitation, the Privacy Policy), Vendara and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution.

Notice of Dispute. To tell Vendara that you want to start the informal dispute resolution process, you must email legal@vendarapayments.com. Please include your name, the email address associated with your Vendara account (or if no email address is associated with your Vendara account, any valid email address where you can be contacted), a telephone number where we can reach you, a screenshot of your Vendara account page, your country and state of residence (where applicable), and a description of your claim and alleged harm.

The party initiating the informal dispute resolution process may only submit an individual notice on its own behalf. Any attempt to send notices on behalf of more than one individual at one time is invalid as to all such requests.

Response to Notice of Dispute. Whichever party receives the written notice will have 90 days to respond. Both you and Vendara agree that both of us will fully participate in the process, which may include participating in an individual telephone or video conference, if requested by the party receiving the notice of dispute. Each party must personally attend the conference, if requested, and either party may also be accompanied by an attorney.

Arbitration. If you and Vendara do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Vendara and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in Los Angeles, California, or another forum mutually agreed upon by the parties, pursuant to the Rules of Arbitration (“Rules”) of the International Chamber of Commerce by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with said Rules. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Vendara is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these Terms pending a final arbitral decision, and you and Vendara understand that you are not required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn’t filed within one year, it is permanently barred. If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect.

Waiver of Jury Trial. YOU AND VENDARA WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO

TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Vendara are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Vendara over whether to vacate or enforce an arbitration award, YOU AND VENDARA WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

Enforceability. If in the process of arbitrating or litigating a dispute this arbitration agreement is invalidated in whole, the parties agree that they may seek to resolve the dispute in a U.S. small claims court or in the federal or state courts of Los Angeles, California, consistent with the “Applicable Law; Jurisdiction” section above.

Waiver of Class or Consolidated Actions. You and Vendara agree to waive any right to have claims decided on a class, collective or representative basis, except as set forth in the above section. In any case in which

(1) claims are filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the class action waiver unenforceable, the class, collective, and/or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the class action waiver that is enforceable shall be enforced in arbitration. This provision does not prevent you or Vendara from participating in a settlement on a class-wide, collective, or representative basis.

To the extent a public injunctive relief claim is cognizable, such a claim must take place in court proceedings following the conclusion of any related arbitration.

Arbitration Agreement Survival. This Section (Dispute Resolution; Class Action and Jury Trial Waiver) will survive the termination of your relationship with Vendara.


SEPARATE TERMS AND CONDITIONS

In connection with your use of the Platform, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Platform. Any supplemental terms will not vary or replace these Terms regarding any use of the Platform, unless otherwise expressly stated.


ACCESS OUTSIDE THE UNITED STATES

If you are visiting the Platform from a location outside of the United States, be advised that your information may be transferred from your location through and to servers located in the United States or elsewhere. The data protection laws in the United States and in other countries may differ from those of the country in which you are located, and your information may be subject to access requests from governments, courts, or law enforcement in the United States according to laws of the United States. By using the Platform or providing us with any information, you consent to the transfer to, and processing, usage, sharing and storage of your information in the United States and in other countries. Please see our Privacy Policy for more information.


MISCELLANEOUS

These Terms constitute the entire agreement between Vendara and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment or agency relationship exists between you and Vendara as a result of these Terms or your access to and use of the Platform. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation

of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by us with respect to such use.

Security. We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software. Vendara disclaims any and all responsibility or liability for any harm resulting from your use of Services, and you hereby irrevocably waive any claim against Vendara with respect to the content or operation of any Services.

California Consumer Rights Notice. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Users of the Services who are California residents and are under 18 years of age may request and obtain removal of User Content they posted by contacting us at: legal@vendarapayments.com. All requests must be labeled “California Removal Request” on the email subject line. All requests must provide a description of the User Content you want removed and information reasonably sufficient to permit us to locate that User Content. We do not accept California Removal Requests via postal mail, telephone or facsimile. We are not responsible for notices that are not labeled or sent properly, and we may not be able to respond if you do not provide adequate information.

Exports. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by Vendara hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

Assignment. Vendara may assign any or all of these Terms, and may assign or delegate, in whole or in part, any of its rights or obligations under these Terms. You may not assign these Terms, in whole or in part, nor transfer or sublicense your rights under these Terms to any third party.


CONTACT INFORMATION

If you have any questions about the Terms, please contact us at:

Vendara Payments, LLC Attn: Legal Department

3015 112th Avenue NE, Suite 200,

Bellevue, WA 98004

Email: legal@vendarapayments.com