You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

You are responsible for all content posted and activity that occurs under your account (even when content is posted by others who have their own logins under your account).

You may not use the Service for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).

You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.

Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.

The Service is offered with a free trial. Once that trial is up, you will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made.

Any upgrade or downgrade in plan will result in the new rate being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles.

Downgrading your Service may cause the loss of features or capacity of your account. The Company does not accept any liability for such loss.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

Refunds are not available.

You are solely responsible for properly canceling your account. Only the account owner may cancel an account at any time by emailing a cancellation request to support@vendorrisk.com.

All of your content will be immediately be inaccessible from the Service upon cancellation. Within 30 days, all this content will be permanently deleted from all backups and logs. This information can not be recovered once it has been permanently deleted.

If you cancel the Service before the end of your current paid up year, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.

The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.

Prices of all Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the VendorRisk site.

The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

The Client’s subsequent annual fees will never change from the initial amount, unless Client decides to add modules to their subscription. The price of new modules will be determined by using the most up-to-date pricing, which is available at https://vendorrisk.com/pricing.

All content posted on the Service is must comply with U.S. copyright law.

We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours.

The Company does not pre-screen content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.

The Company reserves title, ownership, and all other rights to the Service except for the limited license rights expressly granted herein. You may not rent, lease or sublicense the Service; provide third parties, with the exception of its internal auditors and regulators, with access to the Service. You may not, directly or indirectly, reverse engineer, disassemble, decompile, or attempt to discover the source code of the Service. You agree not to permit access or use Service by persons who are not authorized Users pursuant to these Terms of Service.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE OR THE SERVICE. THE COMPANY FURTHER DISCLAIMS ALL IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT ACCESS AND USE OF THE SERVICE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY DATA ACCESSED BY OR STORED WITHIN THE SERVICE, WHETHER THE DATA IS SUPPLIED BY CLIENT OR A THIRD PARTY AND THE COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY DUE TO ERRORS, OMISSIONS, DELAYS, OR LOSSES FROM THE ACCESS AND USE OF SUCH DATA OR THE LACK OF ACCURACY OR COMPLETENESS OF SUCH DATA. THE COMPANY DOES NOT DISCLAIM THAT THE SERVICE WILL PROCESS ACCURATELY THE DATA PROVIDED TO IT, IF THE DATA PROVIDED IS ACCURATE. To the extent that a particular jurisdiction does not allow for the exclusion of implied warranties, any implied warranties under these Terms of Service are limited to 90 days without affecting any other limitation contained herein.

The Company will not be liable for loss, corruption or compromise of the confidentiality of Client’s data, provided that The Company will not have been negligent in its provision of the Service, and provided such negligence is not a proximate cause of such loss, corruption or compromise of confidentiality of data.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE AND REGARDLESS OF WHETHER DAMAGES WERE FORESEEABLE. THE LIMITATIONS AND EXCLUSIONS OF DAMAGES IN THIS SECTION WILL NOT APPLY TO (i) CLIENT’S PAYMENT OBLIGATIONS, (ii) CLAIMS BY A PARTY FOR INFRINGEMENT OF ITS INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY OR BREACH OF A CONFIDENTIALITY OBLIGATION, (iii) THE COMPANY’S DISCLOSURE OF CLIENT’S PROPRIETARY INFORMATION, CONFIDENTIAL INFORMATION, OR NON-PUBLIC PERSONAL INFORMATION, (iv) CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH) OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY FOR WHICH A PARTY IS LIABLE UNDER APPLICABLE LAW, (v) A PARTY’S EXPRESS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, OR (vi) ANY LIABILITY TO THE EXTENT THE LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW. Neither party will bring a legal action against the other more than three years after the cause of action arose unless applicable law prohibits this contractual limitation.

Each party represents that it will comply with all applicable laws during the Term, including, without limitation, any applicable securities, banking and commercial laws of the United States and the several states thereof. The Company agrees that in the course of providing services under this agreement, The Company shall support Client in its compliance with federal and state laws, regulations, expectations, and interpretations pertaining to Client’s monitoring of their third party vendors. This includes, but is not limited to, The Company’s submission to Client of documents and records reasonably necessary for such compliances. In the event the Scope of Services between The Company and Client changes, The Company shall be required to comply with requests for documents and records as required by law, as well as audits. Changes to the Scope of Services shall be amended in writing with mutual consent of the parties.

Each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party, its affiliates, and successors and their respective agents, officers, directors, and employees (each an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against all damages, losses, costs and expenses, including but not limited to attorneys’ fees and costs (collectively, “Damages”) arising out of a third-party claim against an Indemnified Party to the extent due to or alleged to be due to the failure of the Indemnifying Party or of persons acting in concert with the Indemnifying Party to comply with applicable law, including without limitation, any applicable securities, banking and commercial laws of the United States and the several states thereof.

Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

Technical support is provided via email and phone, and is limited to answering questions about how the Service operates, or to resolve any bugs or defects found in the Service.

You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

You must not modify, adapt or hack the Service.

You must not modify another website so as to falsely imply that it is associated with the Service or the Company.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.

You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

We reserve the right to temporarily disable your account if your vendor count exceeds the contracted amount. Of course, we'll reach out to the account owner before taking any action.

The initial term of this Agreement begins on the Effective Date, and continues for one year (“Term”). Thirty (30) days prior to the expiration date, an email will be sent to the Client account owner to ask if the Client would like to renew the Service for another year. If the Client wants to renew, The Company will send an invoice for the upcoming year. Once payment is received, the expiration date will be extended by one year (each extension is a “Renewal Term”). Service usage will not be disrupted during the renewal process.

The Company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.

If the Company discovers that an unauthorized access, use, copying, alteration, transfer, or other violation, compromise or breach of security (electronic or physical) involving or related to any data provided by you has occurred, whether the incident originates within the Company or externally (“Security Incident”), we will (a) use continuous, commercially reasonable efforts to correct the problem within that period, or, if that is not feasible, within the appropriate time period as determined with Client; (b) if requested by Client, document the Security Incident in a detailed incident response log; and (c) comply and cooperate with all requests made by Client to assist Client in complying with all applicable laws, rules, and regulations regarding the Security Incident.

We will take commercially reasonable precautions to preclude any person acting by, under or through the Company from introducing any software virus, worm, “back door” “Trojan horse” or similar harmful code into our hardware, network, and Service used to fulfill our obligations under these terms of service.

You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.

The Company guarantees that the Service will be available at least 99.5% each month. Uptime status will be based on Pingdom.com’s public report, available at http://status.vendorrisk.com/63309. In the event that the Service fails to meet this expectation in a given month, Client will be given an additional month of Service usage at no charge, which will be added to their current subscription period. Notification of failure to meet our service level guarantee will be conveyed via an email to the account owner, with details of the reasons for the unexpected downtime.

The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).

Questions about the Terms of Service should be sent to support@vendorrisk.com.