Vendefy Terms and Conditions of Use

We are pleased to welcome you to Vendefy (“Vendefy”).  These Terms and Conditions of Use (“Terms of Use”) govern your access to and use of Vendefy’s application which is available for download on your mobile device on the App Store and Google Play Store (the “App”).  Vendefy operates an interactive marketplace that combines social media and shopping into one experience.  Buyers, sellers and users can buy, sell, offer for sale, re-sell, post comments, interact with and follow one another through the App (the “Services”).  In these Terms of Use, the words “you” and “your” refer to each customer, user, site guest or visitor and “we”, “us” and “our” refer to Vendefy, its subsidiaries, successors in interest and assigns, and www.vendefy.com.  

Please read these terms of use carefully before using this App and make sure you understand them.  These Terms of Use, including all documents referenced herein, represent the entire understanding and agreement between Vendefy and you regarding your use of this App and supersede any prior statements or representations.  This App’s Privacy Policy is incorporated into these Term of Use by reference and is made a part hereofYou are not authorized to use this App if you do not agree to be legally bound by any or all of these Terms and Conditions.

Consent to Terms and Conditions

By registering for a Vendefy account, you agree that you have read and understood the Terms of Use and agree that you will comply with same for as long as you use the App. Checking the acceptance box when you register for your account signifies your acceptance of these Terms of Use and your acknowledgement that you are legally bound by them.  

Use of this App

Access to, distribution and/or use of this App is subject to all applicable laws and regulations.  To the extent that access to, distribution and/or use of this App would be deemed illegal by applicable law, such access, distribution and/or use is prohibited.  Each time you visit any area on the App and/or register for any interactive functionality of the App, you are deemed to have confirmed your acceptance to these Terms of Use and the App’s Privacy Policy.  If you do not agree to abide by these Terms of Use and the Privacy Policy, please do not use this App.

By having accepted these Terms of Use, and/or entering and participating in the activities offered on this App, you affirm, represent and warrant that:  (a) you are 18 years of age or older, and a resident of the United States; (b) all information you submit via the App shall be truthful and accurate (and you will maintain the accuracy of such information); (c) you will abide by these Terms of Use; and (d) your use of the App shall not otherwise violate any applicable law, rule or regulation.

Changes to the Terms of Use

From time to time, these Terms of Use may change.  Vendefy reserves the right to modify these Terms of Use without prior individual notice.  We will post changes to the Terms of Use on this App and changes will become effective once posted.   Your continued access to or use of the App will be deemed as acceptance by you of the then-current Terms of Use.  Please review these Terms of Use often so that you will remain abreast of our current policies.

You can tell when the Terms of Use were last modified by checking the “last updated” date that appears at the top.

Description of Services

Vendefy permits registered buyers (“buyers”) and sellers (“sellers”) to offer for sale, sell, purchase, and “remerch” products and services on the App and permits registered users to provide feedback, post comments, bookmark, “like” and “follow” activity on the App.  (Collectively, buyers, sellers and registered users are referred to as “you,” “your,” and “users”).  Vendefy also provides a social network that enables users to communicate with each other directly through messaging.

Ownership of the App and Services

This App and the Services provided by Vendefy on the App and all intellectual property rights to the same (collectively, “Materials”) are owned or licensed by Vendefy.  Vendefy hereby grants you permission to use the App as set forth in these Terms of Use but nothing in these Terms shall be construed to confer upon you any license of or under any of Vendefy’s intellectual property rights in the Materials.

You acknowledge that you have no ownership rights in the Materials.  You further understand and agree that you will not use any trademarks, trade names, services marks, copyrights or logos of Vendefy (collectively, “Vendefy intellectual property”) in any manner which creates the impression that such items belong to or are associated with you, or except as otherwise provided and with Vendefy’s consent.

Except as otherwise indicated on this App, copying, reproducing, uploading, downloading, transmitting or any other use of this App or of any of the Materials, in whole or part, without the express permission of Vendefy, is prohibited.  Any unauthorized access to, use or copying of this App and/or the Materials may subject you to liability under applicable law, and may result in legal action.

Ownership of Your Content

In connection with your use of the App and our Services, you may upload and/or submit photographs, logos, contact information, commentary and other content to the App (your Content). You may access and change your Content at any time.

You are legally responsible for your Content and shall use it as contemplated in these Terms and Conditions.  Vendefy is not responsible for your Content.  You have and will retain full ownership of your Content, subject to the ownership rights of third parties.  You represent and warrant that you have all the rights necessary to your Content.  You are also responsible for any of your Content that may be lost or unrecoverable through your use of the Services. 

In order to provide you with the Services, we may need to access or otherwise process your Content.  By accepting these Terms of Use, you agree that we are permitted to access your Content for the purpose of providing the Services.  This use and permission do not give us any ownership rights in or to your Content, provided, however, that, subject to the Vendefy Privacy Policy, by providing your Content to this App, you grant Vendefy a perpetual, worldwide, royalty-free irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, create derivative works and distribute your Content or portions of your Content in any form or medium known or later developed, in furtherance of the terms of these Terms of Use and the actions and transactions contemplated herein.  You agree that this license includes a right for Vendefy to make your Content available to other companies, organizations or individuals with whom Vendefy has relationships for the provision of services, to use your Content in connection with the provision of your services, and to use your Content for promotional purposes.

Provision of the Services by Vendefy

Vendefy seeks to provide the best possible experience for its users.  You acknowledge and agree that the form and nature of the Services which Vendefy provides may change from time to time without prior notice to you.  As part of this continuing innovation, you acknowledge and agree that Vendefy may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally, at Vendefy’s sole discretion.  Vendefy may disable your account, with no notice to you if, in Vendefy’s sole and subjective discretion, you are in violation of any of the Terms of Use.

You acknowledge and agree that if Vendefy disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. 

No License

Upon your registration of a valid account and unless and until cancellation or termination of that account, you have the right to use the software provided to you by Vendefy as part of the Services provided to you by Vendefy (referred to as the “Software” below).  These Terms of Use do not grant you any right, title or interest in or to the Software, the Services or the other Content on the App.  Unless Vendefy has given you specific written permission to do so, you may not sell, transfer, assign or grant a license of your rights to use the Software or Services, grant a security interest in or over your rights to use the Software or Services, or otherwise transfer any part of your rights to use the Software or Services. Collectively, Materials, Software and Content on the App that is not your Content are referred to in the Terms of Use and all other Vendefy policy documents, including but not limited to the Privacy Policy, as “Content.”

Setting Up Your Account

To access our Services, you must register with us and set up an account with a username and a password (your “Account”).  All information you provide must be truthful. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use of the App under such access codes or passwords.  You may connect to our Services directly though the App with your email address or you may register through Facebook or Twitter.  If you sign up using Facebook or Twitter, you give us permission to access your information from that service and to store your log-in information for that service.  You must be at least 18 years old to set up an Account.  When you register, you will be asked to provide your name, a username and an email address.  Only your username will be publicly displayed.  You also have the option of posting a profile picture of yourself.  You may also include one or more shipping addresses, debit or credit card information and/or a link to your PayPal account.  The information you provide to Vendefy is subject to our Privacy Policy.  Please see our Privacy Policy for information concerning the collection and use of Personal Information from this App.

Selling and Buying on Vendefy

Vendefy acts as a venue to allow sellers and buyers to offer for sale, sell and buy certain items and services. Vendefy is not directly involved in any transaction between sellers and buyers. As a result, Vendefy is not responsible for and does not set the price of any item, does not guarantee the accuracy of the description of any item or other Content made available by sellers; has no control over goods listed on the site, the validity of claims made by its users, or the ability of both sellers and buyers to carry out the transactions agreed to on the App. Vendefy does not and cannot ensure that a seller or buyer will actually complete a transaction and Vendefy does not transfer legal ownership of goods from seller to buyer.  Vendefy provides a venue for sellers and buyers to agree on purchase terms; it is not responsible for validating, enforcing, or otherwise carrying out any purchases made through the App., except as otherwise expressly provided in these Terms of Use.  If you list any items on Vendefy, the Seller Terms of Use apply to you.  You can read them here. If you buy any items on Vendefy, the Buyer Terms of Use apply to you.  You can read them here If you “remerch” items on the App, the Remerch Terms of Use apply to you. You can read them here.

Fees, Commissions and Payments

Certain fees and commissions are applicable to transactions between buyers and sellers on Vendefy.  Sellers receive payment after the deduction of certain fees and commissions.  If you sell items on Vendefy, these fees and commissions may apply to you.  You can read them here

Communicating on Vendefy

Users of Vendefy agree that you will not use threatening, harassing, obscene or racist language or imagery in any of your communications on or using the App, including but not limited to in your postings, ratings, comments or private messaging.  You also agree that you will not disclose private or personal information about others without their consent in any of your communications.

Resolving Disputes

We encourage buyers to attempt to resolve any dispute that may have arisen by contacting the seller and trying to resolve the dispute amicably.

If a buyer and seller are unable to resolve a dispute related to a transaction on the App., Vendefy will attempt to help you resolve the dispute in good faith and based solely on our interpretation of our policies and the documentation the parties provide to us. Vendefy will use its best efforts to assist in resolving the dispute but will make no judgments regarding legal issues or claims. Vendefy has no obligation to attempt to resolve any disputes. You can read more about how Vendefy handles resolution of disputes between users here.

Whether or not you request assistance from Vendefy in resolving a dispute you have with another user, Vendefy has no liability to you for and you release Vendefy from any claims, demands and damages arising out of disputes with other users or parties.

If you have a dispute with Vendefy relating to the App or the Services, please contact us at help@vendefy.com and we will attempt to resolve the dispute with you. If we cannot resolve our dispute, then the Terms of Use will govern any legal dispute involving our Services:

Termination or Cancellation of Your Account

You may terminate your Account with Vendefy at any time, at your sole discretion, by clicking the cancel button in the setting section of your Account. Terminating your Account will not affect the availability of some of your Content that you posted through the Services prior to termination. Terminating your Account also does not terminate any existing obligations you have to buyers or sellers; in other words, you will still be responsible for fulfilling any sale or purchase transaction that you entered into prior to terminating your Account.

We may terminate or suspend your Account and your access to the Services at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, including but not limited to selling or buying on or through the App. Vendefy may refuse service to anyone, at any time, for any reason.

Private Messaging

Registered users have the ability to private message each other on the App. (“private message communications”). Private message communications are not accessible to or able to be viewed by users of the App other than the participants in the private message communications. Vendefy does not receive and/or review private message communications unless 1) a user asks for Vendefy’s assistance with resolving an issue with another user, as more fully explained in the section on Dispute Resolution procedures or 2) Vendefy, in its sole and absolute subjective discretion, believes that reviewing the private message communications is necessary for the protection of the App, users, or the public. For example, if Vendefy receives information that a user is improperly using private message communications to bully or harass another user, Vendefy may review the private message communications at issue. Users do not currently have the ability to block other users from private messaging them. All users are responsible for the content of their private message communications and are not permitted to bully, harass, intimidate, or otherwise engage in unwelcome communications with users through private messaging. If a user requests that another user cease communicating with that user through private messaging, that request is expected to be honored.  

Use in the United States

This App is intended for use within the United States, and we control and operate the App from the United States.  We make no representation that materials on the App are appropriate or available for use outside the United States.  If you choose to access this App from outside the United States, you do so at your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Links

The App may contain links to other applications, websites and social media features (collectively, “websites”) that are not controlled and/or maintained by Vendefy.  Access to and use of such other websites is at your own risk and subject to any Terms of Use and Privacy Policies which govern such websites.  By providing such links, Vendefy shall not be deemed to endorse, recommend, approve, guarantee or introduce any third parties or their services or products, or any facts, views, advice, information, promotions and/or products found on such websites.  Vendefy is not responsible for the content contained on any such websites, or for the failure of any product or service offered for sale or advertised on any such websites or for any damages that may result therefrom.  Copyrights in the materials or information on the linked websites are owned by other organizations.  Moreover, such other websites may have privacy policies or terms of use that differ from those of the App and/or may provide their users with less security than the App.  Accordingly, you should review the privacy policies and terms of use on such other sites before using them.

Your Responsibilities

You must be a registered user to use the Services.  You do not have to be a registered user to visit and browse the App.

You are responsible for your Content and your communications with others while using the App and the Services.  You agree not to submit any Content that:  (i) is known to you to be false, inaccurate or misleading; (ii) infringes anyone’s copyright, patent, trademark or other intellectual property rights; (iii) violates any law, statute, ordinance, or regulation; and (iv) is or may reasonably be considered to be libelous, defamatory, obscene, abusive or otherwise constitutes or advocates illegal activity.

You are responsible for ensuring that you have all necessary rights and permissions from third parties whose content you submit to the App.

You are responsible for undertaking suitable precautions to scan for computer viruses and maintaining a backup of all data and/or your equipment. You agree that you will not upload any spyware or malicious software to the App.

You are responsible for maintaining the confidentiality of your password and account information, and you agree that you will restrict access to your mobile device to avoid disclosure of such.  You further agree that you will be responsible for all activity taken under your password and/or account.

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site, Services and Content. For purposes of this section, “Content” shall include your Content and Vendefy Content.  

User Conduct

In connection with your use of the App and the Services, you may not and you agree that you will not:

  • violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
  • use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the App, Services or Content;
  • use the App, Services or Content for any commercial or other purposes that are not expressly permitted by these Terms of Use or in a manner that falsely implies Vendefy endorsement, partnership or otherwise misleads others as to your affiliation with Vendefy;
  • dilute, tarnish or otherwise harm the Vendefy brand in any way, including through unauthorized use of Content, registering and/or using Vendefy or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Vendefy domains, trademarks, taglines, promotional campaigns or Content
  • copy, store or otherwise access or use any information contained on the App, Services or Content for purposes not expressly permitted by these Terms of Use;
  • infringe the rights of Vendefy or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right
  • interfere with or damage our App or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  • use our App or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  • "stalk" or harass any other user of our App, Services or Content, through private message communications or otherwise, or collect or store any personally identifiable information about any other user other than for purposes expressly permitted by these Terms of Use or with the express consent of the other user;
  • register for more than one Vendefy account or register for a Vendefy account on behalf of an individual other than yourself;
  • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  • engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our App, Services or Content;

Limitation of Liability and Use Disclaimer

Vendefy endeavors to make sure that all information and data it originates on the App is accurate.  However, Vendefy is not responsible for any damages or loss related to the use of this App. 

THIS APPLICATION, ALL CONTENT AND MATERIAL CONTAINED ON THIS APPLICATION, ALL SERVICES PROVIDED ON THIS APPLICATION AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED "AS IS" AND TO THE FULLEST EXTENT PERMITTED AT LAW WITHOUT GUARANTEES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, THAT THE APPLICATION AND/OR ITS FEATURES AND FUNCTIONS WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED.  THERE ARE NO GUARANTEES, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS REGARDING TITLE, SECURITY, ACCURACY, ACCEPTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE APPLICATION OR THE MATERIALS AND CONTENT CONTAINED HEREON.  ANY INFORMATION CONTAINED WITHIN OR ON THIS APPLICATION IS SUBJECT TO AMENDMENT, REVISION OR UPDATING.  VENDEFY RESERVES THE RIGHT TO SUSPEND OR WITHDRAW ACCESS TO THIS APPLICATION WITHOUT NOTICE AT ANY TIME AND TO THE FULLEST EXTENT PERMITTED AT LAW, ACCEPTS NO RESPONSIBILITY FOR THE APPLICATION OR SERVICES NOT BEING AVAILABLE AT ALL TIMES.

NEITHER VENDEFY (INCLUDING ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES), NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS APPLICATION, SHALL BE LIABLE FOR ANY ALLEGED DAMAGE OR INJURY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY COMPENSATORY, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL AND/OR ANY OTHER DAMAGES THAT RESULT FROM YOUR USE OR INABILITY TO USE OR ACCESS THIS APPLICATION OR FROM ANY MATERIALS CONTAINED HEREON OR FROM ANY COMPUTER VIRUS, MALFUNCTION OR OTHER FAILURE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

VENDEFY MAKES NO GUARANTEES, WARRANTIES, REPRESENTATIONS OR CONDITIONS ABOUT THE ACCURACY OR SUITABILITY FOR ANY PURPOSE OF THE APPLICATION’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS APPLICATION AND TO THE FULLEST EXTENT PERMITTED BY LAW ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER FROM ACCESS TO, REPRODUCTION, DISTRIBUTION AND/OR USE OF THIS APPLICATION, (III) ANY UNAUTHORIZED ACCESS TO, REPRODUCTION, DISTRIBUTION OR USE OF VENDEFY’S SECURE SERVER AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREON, (IV) ANY INTERRUPTION OF OR CESSATION OF THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED VIA THE APPLICATION AND/OR BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OF TRANSMITTED INFORMATION OR DATA, OR DAMAGE THAT IS THE RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE BY OR THROUGH THE APPLICATION.

Vendefy is not responsible for any damages or loss related to your reliance on any outdated version of these Terms of Use, including, but not limited, to any outdated version of our Privacy Policy.

Certain jurisdictions prohibit the limitation of liability for certain types of damages or prohibit waivers against future fraud, and accordingly, such limitations or waivers may not apply to you.  In such jurisdictions, Vendefy’s liability is limited to the greatest extent allowable under applicable law.

Indemnity

You will indemnify Vendefy, and each of its parent, subsidiary and affiliated entities (collectively, “Vendefy Affiliates”), furnishing entities, officers, directors, members, employees, representatives, licensees, agents, successors, assignees and partners, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees) suffered, incurred or brought against any one or more of them by a third party relating to, or arising from or in connection with: (i) your breach or alleged breach of any of your representations and/or warranties set forth in these Terms of Use; (ii) your Content; (iii) your use of the App; and/or (iv) any violation of these Terms of Use.  You agree that your representations and warranties, and your obligation to indemnify Vendefy, shall survive beyond any term for which these Terms of Use are in effect.

Electronic Communications

When you communicate with Vendefy electronically, via email or otherwise, you consent to receive electronic communications from Vendefy.  You agree that all communications (including, but not limited to all notices, agreements and disclosures) provided to you electronically by Vendefy satisfy any legal requirement that such communication be in writing.  Vendefy encourages you to retain your own copies of relevant information and Content, however, upon your written request; Vendefy will provide you with a copy of the information you provided to Vendefy when creating your Account.  To make such a request please contact info@Vendefy.com.  

With respect to all communications you make to Vendefy directly and/or through the App, including but not limited to feedback, questions, comments, suggestions and the like: (i) you shall have no right to confidentiality in your communications and Vendefy shall have no obligation to protect your communications from disclosure; (ii) Vendefy shall be free to reproduce, use, publish, display, disclose and distribute your communications to others without limitation; and (iii) Vendefy shall be free to use any ideas, concepts, know-how, information, data content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.

Acquisition of Business

In the event that Vendefy and/or any of its affiliated entities is involved in a merger, acquisition, consolidation, restructuring, reorganization, liquidation, sale or similar transaction relating to any portion of its business and/or assets, you hereby acknowledge and agree that this App, all data collected on this App, and all rights of Vendefy and its affiliated entities hereunder may be included in the assets of, and/or transferred pursuant to, such transaction.  If that occurs, Vendefy will post a notice to such effect on this App.

Contact Us

If you have any questions concerning this App or any of the policies set forth in these Terms of Use, please contact us at info@Vendefy.com.

Copyright Infringement - Notice and Take-Down Policy

Vendefy values intellectual property and respects the intellectual property rights of others, and will remove materials on its App that infringe the copyrights of others.  If you believe that your copyrighted material has been infringed by material contained on this App, then pursuant to Title 17, United States Code, § 512, you may notify Vendefy’s Designated Agent in writing as follows:

 

                                                                                   

                        Telephone number: 917-723-3108

Electronic Mail Address: info@vendefy.com

In your notice, you must include the following:

i.               a physical or electronic signature of the owner of an exclusive right that is being infringed or of a person authorized to act on behalf of such owner;

ii.              identification of the copyrighted work(s) that is (are) allegedly being infringed;

iii.            identification of the materials that are causing the infringement and that are to be removed, along with sufficient information to allow Vendefy to locate such materials;

iv.             contact information (i.e., name, address, email address) sufficient to enable Vendefy to contact you;

v.              a statement to the effect that you have a good faith belief that the complained of use of the material was not authorized by the owner of the copyright, its agent or the law; and

vi.             a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly being infringed.

U.S. Export Controls

Software from or related to this App (the “Software”) may be subject to United States export controls or the export controls of other countries from where you access the App. No Software may be downloaded from the App or otherwise exported or re-exported in violation of U.S. or other countries' export laws, as applicable.  Downloading or using the Software is at your sole risk

Disputes and Governing Law

Use of this App and these Terms of Use shall be governed by the laws of the State of New York of the United States of America, without regard to its conflict of law provisions. In the event that any portion of these Terms of Use are deemed unenforceable, unlawful or void by a tribunal of competent jurisdiction, in any jurisdiction for any reason, unless narrowed by construction, such portion of these Terms of Use shall, for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable portion had been more narrowly constructed so as not to be invalid, prohibited or unenforceable (or if such provision cannot be drawn narrowly enough, the tribunal making any such determination shall have the power to modify such portion of these Terms of Use to the extent necessary to make such portion of these Terms of Use enforceable in such jurisdiction, and such portion shall then be applicable in such modified form in such jurisdiction).  If, notwithstanding the foregoing, any such portion of these Terms of Use would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such portion, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions set forth in these Terms of Use.  No narrowed construction, modification or invalidation of any portion of the Terms of Use shall affect the construction, validity or enforceability of such portion in any other jurisdiction. No waiver by Vendefy of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or of any other term or condition, and Vendefy’s failure to assert any right or demand compliance with any provision of these Terms of Use shall not be deemed to constitute a waiver of any such right or provision.

Except where prohibited by law, as a condition of you clicking acceptance of these Terms of Use and/or accessing and/or using this App, you agree that (1) any and all disputes and causes of action arising out of or connected with this App shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration in New York within one year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association; and (2) judgment upon such arbitration award may be entered in any court having jurisdiction.  To the fullest extent permitted by law, no arbitration brought pursuant hereto shall be joined to any other action or arbitration. 

To the fullest extent permitted at law, under no circumstances will you be permitted to obtain an award for, and by accessing and/or using the App you waive all rights to claim, punitive, incidental, consequential or any other damages (including multiplied and/or increased damages and/or attorneys' fees and court costs) for, any dispute or cause of action that you may have that relates in whole or part to this App, and/or the Content and/or the Materials. Notwithstanding anything to the contrary set forth in these Terms of Use or otherwise, your recovery with respect to any and all claims, judgments, and awards for which you are entitled shall, to the fullest extent permitted at law, be limited to your actual out-of-pocket costs incurred, excluding attorneys’ fees and court costs. 

Notwithstanding anything to the contrary set forth in these Terms of Use, Vendefy may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the state of New York and/or in any other court chosen by Vendefy, in the event that Vendefy believes that there is a violation, or a threatened violation, that has jurisdiction of any of Vendefy’s intellectual property rights and, in such case, you hereby consent to the exclusive jurisdiction and venue of such court. 

Prohibited Items

·      Pornographic material or items

·      Drugs of any kind, including prescription drugs

·      Firearms

·      Hazardous materials

·      Stocks, bonds or other securities

·      Real Estate

·      Motor vehicles

·      Live animals

·      Food

·      Alcohol

·      Any items that Vendefy identifies as illegal, offensive, posing an unacceptable risk to Vendefy and/or its users and any items that Vendefy, in its sole discretion, determines are in violation of Vendefy’s Terms and Conditions.

Seller Terms of Use

By opening an Account and selling items on Vendefy, you are agreeing to our Terms of Use, including our Seller Terms of Use (collectively, “Terms of Use”).  Vendefy may remove any listings that violate the Terms of Use and/or may cancel your Account if you violate the Terms of Use. 

·      Pricing, Description and Uploading Images of Items

As a seller you agree to upload on your profile page no more than four images of items that you are offering for sale.  The minimum price at which an item may be listed for sale is $4.00.  For each item you list, you must provide the product name, the size or dimensions (as applicable), the brand, the condition of the item, and a brief description of the item.  You are also asked to provide the quantity of the item you have in stock.  All of the information about the item, except for the quantity that you have in stock, is public and can be viewed by any user of or visitor to the App.  You must also disclose whether the items you are offering for sale are new or used, and you must indicate whether you will allow your item to be “remerched.”  By registering for an Account, you agree that you will provide honest and accurate information about the items you are posting for sale, including accurate representations of such items.  You agree that you will communicate directly and honestly with buyers and potential buyers about your items and sales policies.  You further agree that you will not post any items for sale that are dangerous, illegal or prohibited by Vendefy’s rules.  Before posting an item for sale, please review Vendefy’s list of Prohibited Items.

·      Shipping

Vendefy provides a method whereby sellers utilize a third-party shipper, EasyPost, to ship items to buyers.  The Terms of Use for EasyPost are found at www.easypost.com.  You agree to abide by the Terms of Use and all other policies of EasyPost.  These Terms of Use and policies explain your shipping obligations as a seller and govern your shipping conduct.  We strongly urge you to read these Terms and other policies.  Vendefy is not involved in, responsible for, or liable for any problems, claims, or losses related to or arising out of your shipment of items to buyers. 

·      Cancellations and Returns

As a seller, you agree to clearly post and honor the cancellation and return policies that govern your sales.  You agree to deal directly buyers with respect to cancellations and returns or any other disputes concerning a transaction.  In the event that disputes arise between you and a buyer that you are not able to resolve, Vendefy will assist the parties in accordance with Vendefy’s Dispute Resolution Procedures.  You can read those procedures here

·      Payments

All payment transactions are processed through and governed by the Terms of Use and other policies of PayPal (www.paypal.com).  Sellers are required to accept the PayPal User Agreement, which governs every payment transaction between sellers and buyers using the Services.  Please review carefully the terms and conditions of use and the User Agreement (collectively, “terms”) on the PayPal website.  Vendefy is not liable to sellers or buyers for any claims, losses, causes of action, or damages arising from or related to conduct or actions governed by the PayPal terms.

·      Communicating With Buyers

You can communicate directly with buyers or other users to answer questions about items you have for sale or otherwise communicate about a transaction.  You may receive personal information from a buyer as a result of transacting business with that buyer on Vendefy, including but not limited to the buyer’s email or shipping address or payment information.  You agree that you will not use such information for any unauthorized or unsolicited transactions, and will not add the buyer to any mailing list without the buyer’s express consent.  You also agree that you will not send Vendefy users unsolicited advertising or promotions; interfere with a transaction or business of another user; and communicate with any user that has expressly asked you not to.

·      Taxes

Vendefy cannot provide tax advice to you.  It is the responsibility of each seller to determine his or her collection and reporting obligations under applicable state and city law.

Verification

In some instances, and in the sole discretion of Vendefy, Vendefy will verify a seller. Sellers cannot request verification. If Vendefy verifies a seller, a verification badge in the form of a check mark near the seller’s name will be displayed. Verification signifies only that the seller is who or what he/she/it claims to be and does not otherwise represent, expressly or impliedly, that Vendefy endorses the seller or has conducted any investigation of the seller or that the seller meets any particular criteria, qualities, or requirements other than authenticity.

Fees and Commissions and Payments

·      Vendefy Commission

For a limited promotional time (September 21st- February 1st) Vendefy will not take any percentage from sales of items through the app. This promotion can be revoked by Vendefy any time after February 1st or can be extended at the discretion of Vendefy. After the promotional period ends Vendefy will return to its original business model which can be viewed below. 

Vendefy will currently not take any percentage as part of a special promotion. List products for free and Vendefy will take 0% of the sale price. If a sale is made through a “remerch” transaction, then an additional two percent (2%) of the original sales price of each item will be deducted from the payment to the seller.  That two percent (2%) will be “paid” in remerch credit to the remerch seller.  You can read about how remerching works here.

·      Payment Processing Fees

All payment transactions on Vendefy are processed through PayPal.  You will be charged a fee by PayPal of 2.9% of the price paid for the item plus thirty cents (30¢) per item per transaction fee (collectively, the “PayPal fee”). The PayPal fee will be added to the final listed price. 

·      Shipping Fees

All shipments of items purchased on Vendefy are shipped by Easypost.  The cost of shipping will depend upon the origin, destination, weight and size of the package.  In addition to being charged the applicable shipping fees, Easypost charges a transaction fee of .05% of the selling price of each item and a fee of 1% of the selling price of each item to cover insurance (collectively, these fees are referred to as “Easypost fees”).  All Easypost fees are added to the total price at the time the buyer purchases the item (s).  These fees are deducted prior to the seller being sent payment for the item(s) sold.

·      Payment to the Seller

Payment for the items(s) a seller has sold on Vendefy (after deduction of applicable fees and commissions) is deposited into a seller’s PayPal account after Vendefy receives confirmation from Easypost that the item[s] has been delivered to the buyer. 

Buyer Terms of Use

By opening an Account and purchasing items on Vendefy, you are agreeing to our Terms of Use, including our Buyer Terms of Use (collectively, “Terms of Use”).  If you violate the Terms of Use, Vendefy may cancel your Account. 

·      Buying On the App

Vendefy provides a venue for buyers to purchase items directly from sellers or through other users who are remerching items.  When you purchase an item through the App, you are not buying directly from Vendefy.  You can view products and product information offered by sellers; you can message seller; you can follow a seller (or any user); and you can comment and provide feedback on your buying experience.  You can also search for items by product name or category.  By making a purchase through Vendefy, you agree that you have read the item description and any applicable policies provided by the seller before you purchase the item; have made appropriate payment for the item(s) purchased, as described in the Payment section below; and have provided accurate shipping information as explained in the Delivery section below.

·      Payments

All payment transactions are processed through and governed by the Terms and Conditions of Use and other policies of PayPal (www.paypal.com).  You are required to accept the PayPal User Agreement, which governs every payment transaction between sellers and buyers using the Services.  Please review carefully the terms and conditions of use and the User Agreement (collectively, “terms”) on the PayPal website.  Vendefy is not liable to buyers for any claims, losses, causes of action, or damages arising from or related to conduct or actions governed by the PayPal terms.

Delivery

Vendefy provides a method whereby sellers utilize a third-party shipper, EasyPost, to ship items to buyers.  The Terms of Use for EasyPost are found at www.easypost.com.  When you create your Account, you will be asked to provide shipping information to enable sellers, through EasyPost, to ship your items to the address(es) you select.  Shipping charges are added to the price of the item(s) you are purchasing at the point of purchase. You can read more about the fees charged by Easypost hereAt the point of purchase, you will be able to select the address you want your item shipped to and the shipping method you want used.  Buyers also have the option to use the “Triple Tap” feature of Vendefy, where shipping addresses and methods are pre-set. See below for a description of Vendefy’s Triple Tap check out option.

Cancellations and Returns

Before purchasing an item, you should review any cancellation and return policies posted by the seller of that item.  By purchasing the item, you agree to comply with such policies.  If you want to return an item or are having problems with an order, you should initially contact the seller to try to resolve the issue directly with the seller.  If, after attempting to resolve an issue or problem you are having with a seller, and are unable to do so, you can report the problem to Vendefy, and Vendefy will attempt to assist you though its Dispute Resolution Procedure.  You can read the Dispute Resolution Procedure here.

Verification

In some instances, and in the sole discretion of Vendefy, Vendefy will verify a seller.  If Vendefy verifies a seller, a verification badge in the form of a check mark near the seller’s name will be displayed. Verification signifies only that the seller is who or what he/she/it claims to be and does not otherwise represent, expressly or impliedly, that Vendefy has conducted any investigation of the seller or that the seller meets any particular characteristics, qualities, or requirements other than authenticity.

 

Triple Tap Check Out

Triple Tap is the easiest and quickest way to check out. Instead of using the “Buy” button, you can sign up for Triple Tap check out. Once you sign up, you will be e-mailed a unique four digit code. You will be able to pre-select the address to which you want your items shipped when you use Triple Tap and one of two shipping methods –the fastest or the least expensive-- when you sign up. Then, when you are ready to purchase an item, you simply “triple tap” on the item and enter your four digit code. That’s all it takes with Triple Tap to complete your purchase.  Your item will be shipped to your pre-selected address via your pre-selected shipping method and paid by your pre-selected payment method.

Remerching Terms of Use

A unique feature of Vendefy is that it enables Users to resell or “remerch” an item offered for sale by a seller. These Remerching Terms of Use, along with all of the other Terms of Use and policies incorporated in the Terms of Use, govern remerch transactions.

 If a seller indicates on its account that an item is available for remerching, registered Users can share that item on their profile.  The item then becomes available for purchase by any followers of those Users (“remerch buyer”), where it appears on the followers’ feed. Although the remerch buyer purchases the item directly from the remerch seller’s profile by clicking on the “buy” button below the image of the item, the remerch seller never takes title to the remerched item. The transaction is still a sale by the original seller directly to the remerch buyer, and all Terms covering sellers and buyers apply to remerch sale transactions.

Although an unlimited number of Users can remerch an item, the User from whose profile the item is actually sold (the “remerch seller”) receives “remerch” credit in the amount of two percent of the sale price posted by the Seller. Once a remerch buyer purchases the item at check-out, the remerch seller’s profile will indicate to Users that the item has been sold.  The “remerch” credit earned by the remerch seller is deposited in the remerch seller’s account within fourteen (14) days from the date the item is shipped to the buyer.  Remerch credit can only be used to purchase items on the App.

After accumulating remerch credit, a User can elect to use all or some of the credit (which is represented as a dollar amount) to purchase an item on Vendefy at the point of purchase.

All the terms of sale, including but not limited to the price, the seller’s return policy, the description of the item, and other information appearing on the original seller’s profile will appear on the remerch seller’s profile. Questions about an item appearing on a remerch seller’s profile should be initially addressed to the remerch seller. Once you have purchased an item, you will be provided with the original seller’s contact information and will be able to contact the original seller, if necessary.