Terms of Service

Last Updated: December 1, 2025

1. Acceptance of Terms

By accessing or using the Site, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are accessing or using the Site on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Description of Service

VendorLabs provides an enterprise infrastructure platform (the "Service"). The Site currently serves as an informational resource and application portal for our private beta program. Access to the Service is by invitation only and subject to separate agreements.

3. User Accounts and Registration

3.1 Application Process

To apply for access to our private beta program, you may be required to submit certain information, including your corporate email address, job title, and company information. By submitting an application, you represent that:

• All information you provide is accurate, current, and complete
• You are authorized to submit information on behalf of your organization
• You will maintain the accuracy of such information

3.2 Acceptance

Submission of an application does not guarantee acceptance into our program. We reserve the right to accept or reject any application at our sole discretion without providing a reason.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, graphics, and design) are owned by VendorLabs, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal or internal business purposes, subject to these Terms. This license does not include:

• Any resale or commercial use of the Site or its contents
• Any derivative use of the Site or its contents
• Any downloading or copying of information for the benefit of a third party
• Any use of data mining, robots, or similar data gathering and extraction tools

4.3 Trademarks

"VendorLabs," "VendorLabs.ai," and our logos are trademarks of VendorLabs, LLC. You may not use these marks without our prior written permission.

5. Prohibited Uses

You agree not to use the Site:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit any advertising or promotional material without our prior written consent
• To impersonate or attempt to impersonate VendorLabs, a VendorLabs employee, another user, or any other person or entity
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Site
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site or any server, computer, or database connected to the Site
• To attack the Site via a denial-of-service attack or distributed denial-of-service attack
• To introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful
• To use any robot, spider, or other automatic device, process, or means to access the Site for any purpose

6. Confidentiality

During your interaction with VendorLabs, including through the private beta application process, you may receive or have access to confidential information about our products, services, technology, or business ("Confidential Information"). You agree to:

• Maintain the confidentiality of all Confidential Information
• Not disclose Confidential Information to any third party without our prior written consent
• Not use Confidential Information for any purpose other than evaluating or participating in our program
• Take reasonable measures to protect the Confidential Information from unauthorized disclosure

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully in your possession before disclosure; (c) is independently developed by you without use of Confidential Information; or (d) is required to be disclosed by law.

7. Disclaimers

7.1 "As Is" Basis

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

7.2 No Warranty

VendorLabs does not warrant that:

• The Site will be uninterrupted, secure, or error-free
• The results obtained from the use of the Site will be accurate or reliable
• The quality of any products, services, information, or other material obtained through the Site will meet your expectations
• Any errors in the Site will be corrected

7.3 Third-Party Links

The Site may contain links to third-party websites or services that are not owned or controlled by VendorLabs. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VENDORLABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ANY LOSS OF PROFITS, REVENUE, DATA, OR USE
• ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF VENDORLABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL VENDORLABS' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Indemnification

You agree to defend, indemnify, and hold harmless VendorLabs, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the Site
• Your violation of these Terms
• Your violation of any third-party right, including any intellectual property or privacy right
• Any claim that your use of the Site caused damage to a third party

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Site shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions.

10.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Site shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Newark, New Jersey, unless the parties agree otherwise.

10.3 Class Action Waiver

YOU AND VENDORLABS AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

10.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

11. Modifications to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.

12. Termination

We may terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Site will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

14. Waiver

No waiver by VendorLabs of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of VendorLabs to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

15. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Site, constitute the entire agreement between you and VendorLabs concerning your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

16. Contact Information

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