Vendy Website Terms of Service

Last Updated: July 13, 2023

This website is operated by Vendy Group, LLC ("we", "us" or “our”), doing business as Vendy. These Website Terms of Service (the "Terms") set forth the legal contract between you ("User” or "you" or "your") and us regarding your access to and use of the website available at vendy.swag.space (the “Site”). Before you use the Site, you must read, agree with, and accept all of the terms and conditions contained or referenced in these Terms, including the Privacy Policy.

By visiting our Site, you engage in our “Services” and agree to be bound by these Terms, including additional terms and conditions and policies referenced herein or available by hyperlink. If you do not agree to these Terms, then you may not access the Site or use any Services. This Site is offered and made available to users who are 18 years of age or at least the age of majority in the jurisdiction where such user resides. By using this Site, you represent and warrant that you are of legal age to form a binding contract with us.

Our online store is hosted by a service provider that provides us with the online commerce and fulfillment platform, which allows us to sell our products and provide our Services to you.

1. Registration and Account

You may be required to register or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Site and Services. If you choose to register, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the registration form. Registration data and certain other information about you are governed by our Privacy Policy.

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Site and Services. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.

2. Modifications to Prices, Site and Services

Prices for our products are subject to change without notice. We may alter the Site, content appearing on the Site or the Services we offer you or we may choose to modify, suspend or discontinue the Site (or any feature thereof) at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. We will inform you of any modifications to these Terms by posting them on the Site. We recommend that you review these Terms periodically.

If you object to any such modifications, your sole recourse shall be to cease using the Site and our Services. Continued use of the Site and our Services following notice of any such modifications indicates that you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular features or pages of the Site. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

3. Products or Services

The Site may make available listings, descriptions and images of goods or services (collectively,

"Products"), as well as references and links to Products. We make no representations as to the

completeness, accuracy or timeliness of such listings, descriptions or images. Such information and the availability of any Product (including its pricing) is subject to change at any time without notice. The Products may have limited quantities and are subject to return or exchange only according to our Return Policy, set forth below.

We make reasonable efforts to accurately display the attributes of Products, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Product.

We reserve the right to limit the sales of our Products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We do not warrant that the quality of any Products, Services, information or other material purchased or obtained by you will meet your expectations.

4. Fees and Payment Terms; Accuracy of Billing Information; Credit

You will pay the fees set forth in the applicable checkout page, order form, or invoice in accordance with the payment terms set forth therein. Fees are non-refundable unless otherwise set forth in these Terms or other terms (e.g., a purchase order) between us or as required by applicable laws. If you dispute any charges you must let us know within [fifteen (15)] days after the date that we charge you through the Site or by invoicing you.

You will be responsible for all taxes associated with the Products and Services, other than taxes based on our net income. You agree to pay all charges incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred, including all shipping and handling charges. Title to and all risk of loss of or damage to the goods shall pass to and be assumed by you when Products are delivered to the carrier for delivery to you or to be held in inventory (if the inventory option described below is selected), as the case may be.

Any delivery date(s) are approximate and subject to scheduling changes made after the date thereof. We are not liable for any loss or expense incurred by you resulting from failure to meet the estimated delivery date.

You agree to provide current, complete and accurate purchase and account information for all

purchases made. You agree to promptly update your account and other information, including your email address and payment information, so that we can complete your transactions and contact you as needed. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased.

As part of your User account, you may purchase credits redeemable for Products (“Credits”). Credits may only be redeemed on the Site. All Credits are valid for so long as you retain an active User account. Credits expire immediately upon the cancellation or termination of your User account unless used prior to cancellation or termination. You may request a cash out of your Credits balance at any time, and after receiving such request, you will receive a cash amount equal to the amount of your Credits being cashed out.

5. Return Policy

We have a [15]-day return policy, which means you have 15 days after receiving your Product to

report issues with your order (e.g., damaged Product, printing error) and request a refund or new item printed. Because the Products are customized (e.g., imprinted upon with your provided content), orders placed that do not contain an error are otherwise not returnable or refundable.

To be eligible for a return, your item must be in the same condition that you received it, unworn or unused, with tags, and in its original packaging. You’ll also need the receipt or proof of purchase. To start a return, you can contact us at support@vendybox.com.

6. Inventory

If you select our Inventory Option (defined below), our service providers will hold some of your

selected customized products in inventory upon your purchase and before delivery of such items to you (“Inventory”), subject to these Terms and the payment of additional storage, “pick and package” and shipping (shipping from the storage facility to the final delivery location) fees, which we will provide to you at the time of selecting the Inventory Option. The “Inventory Option” allows you to have your customized products stored in a storage facility and distributed to multiple addresses, on demand. Our and our service providers’ obligations regarding customized products held in Inventory will be limited to a duty to exercise reasonable care in the handling and storage of such products. Customized products stored as Inventory are owned by you and title and risk of loss for such products passes to you when such products are delivered to the carrier for delivery to the applicable storage facility.

We or our service providers may take exception to certain products held in Inventory and require you to take physical possession of such products at any time and for any reason, and further, we may suspend or terminate the Inventory Option, in our sole discretion. In the event that we require you to take physical possession of your customized products held in Inventory, we will require you to provide an address for delivery and pay any additional charges for shipment within thirty (30) days’ upon being provided notice, unless otherwise mutually agreed by the parties in writing. We reserve the right to destroy any Inventory that remains unclaimed after such period. You agree that we may ship products held in Inventory to you or your designee upon your request and at your expense. We will ship products held in Inventory upon payment of any and all additional charges required, including, without limitation, additional charges for shipment. If you request shipment of products held in Inventory and subsequently cancel a portion or all of such request, you will be liable for any and all applicable cancellation, restocking, and similar charges imposed by us or our suppliers.

7. Intellectual Property Rights and Licenses

A. Site Content. You acknowledge and agree that the Site may contain content or features owned or licensed to us (“Site Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Site or the Site Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Site in accordance with these Terms. Any use of the Site or the Site Content other than as specifically authorized herein is strictly prohibited.

B. Trademarks. Our name and any logos are trademarks and service marks of us (collectively,

“Our Trademarks”). Other product, service names and logos used and displayed on the Site

may be trademarks or service marks of their respective owners who may or may not endorse

or be affiliated with or connected to us. Nothing in these Terms or the Site should be construed

as granting, by implication, or otherwise, any license or right to use any of Our Trademarks or

others’ trademarks displayed on the Site. All goodwill generated from the use of Our Trademarks will insure to our exclusive benefit.

C. Third-Party Material. Under no circumstances will we or our service providers be liable in

any way for any content or materials of any third parties (including Users), including for any

errors or omissions in any content, or for any loss or damage of any kind incurred as a result of

the use of any such content. You acknowledge that we do not pre-screen content, but that we

and our designees will have the right (but not the obligation) in our sole discretion to refuse or

remove any content that is available via or in connection with the Site or Services. Without

limiting the foregoing, we and our designees will have the right to remove any content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

D. User Content. You are solely responsible for all code, video, images, information, data, text,

software, music, sound, photographs, graphics, artwork, designs, messages, logos, fonts and other materials that you make available to us, including by uploading, posting, publishing, or displaying via the Site or by emailing or otherwise making it available to us (collectively, “User Content”). You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant us and our service providers (for purposes of providing the customized products and Services to you) a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable right and

license to reproduce, distribute copies of, prepare derivative works based upon, publicly perform, publicly display and otherwise use your User Content in connection with the provision

of the customized products and the operation of the Site and Services in any form, medium or technology now known or later developed, including, without limitation: reproducing your User Content on products and modifying, with your approval, your User Content for purposes of improving its printing quality and or display-ability, or enhancing its appearance or placement on products. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

8. Unauthorized Uses

We authorize your use of the Site only for the authorized and permitted purposes set forth herein. When using the Site, you agree not to engage in any illegal, dangerous, seditious, offensive or otherwise undesirable (as determined by us in our sole discretion) activities, including, but not limited to: (a) submitting or sharing content that is patently offensive to the online community, and which contains unacceptable elements (such as, for example, content that is threatening or promotes racism or hatred); (b) using any robot, spider or other automatic device, or a manual process, to monitor or copy user information, content, or any information contained within the Site; (c) using any device, software or routine to interfere or attempt to interfere with the proper working of the Site infrastructure; (d) decompiling, reverse engineering, disassembling or otherwise attempting to obtain the source code for the Site; (e) in any manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (f) in a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Site; (g) to interfere with or disrupt the Site or servers or networks connected to the Site; or (h) to attempt to gain unauthorized access to any portion of the Site or any other accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means.

This list of prohibitions provides examples and is not complete or exclusive. We reserve the right in our sole discretion to prohibit your access to the Site and we may take legal action to enforce our rights. We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of any prohibited conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on

the Site or on the Internet. You agree to hire attorneys to defend us if you violate these Terms and that violation results in a problem for us. You also agree to pay any damages that we may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

9. Third-party Sites

We think links are convenient, and we sometimes provide links on the Site to third-party websites. If you use any of these links, you will leave the Site. We are not obligated to review any third-party websites that you link to from the Site, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from this Site, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of the Site may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on this Site to be shared with your contacts in your third-party site account.:

10. For Governmental Contracts:

Please note: Discounts, pricing terms, and setup fees will be charged in accordance with the State of Florida Contract (80141600-24-STC) terms.

11. Disclaimer; Indemnity; Limitation of Liability

D. DISCLAIMER. YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED "AS IS" AND “AS AVAILABLE.” WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES THAT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE OR BUSINESS AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT (A) THE SITE OR THE CUSTOMIZED PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) THE SITE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WITHOUT DEFECT, OR (C) DATA STORED WITHIN THE SITE AND/OR BY US PURSUANT TO THESE TERMS WILL NOT BE LOST. WE DISCLAIM ANY WARRANTY, COVENANT OR REPRESENTATION UNDER THESE TERMS TO ANY PERSON OTHER THAN YOU.

E. Indemnification. You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, service providers, contractors and agents from and against any claims, obligations, losses, costs, liabilities, expenses or debt (including without limitation reasonable attorneys' fees both for defending such claim and enforcing the terms of this section) or damages asserted against or suffered by us as a result of or related to: (i) a breach of these Terms by you; (ii) your failure to comply with any applicable law, regulation, statute, or rule; or (iii) your violation of any third party right, including without limitation any intellectual property right. These terms will inure to the benefit of successors, assignees, and licensees. These obligations will survive these Terms and your use of the Site.

F. LIMITATION OF LIABILITY. USE OF THE SITE (AND SITE CONTENT) IS AT YOUR OWN RISK. REGARDLESS OF THE THEORY OF LAW AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR EMPLOYEES, SERVICE PROVIDERS, CONTRACTORS, AGENTS, OR AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR USE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE, OUR EMPLOYEES, SERVICE PROVIDERS, CONTRACTORS, AGENTS, OR AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (I) THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (III) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY EITHER PARTY IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE SITE; OR (IV) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE LESSER OF (A) THE AGGREGATE AMOUNTS PAID BY YOU TO US FOR CUSTOMIZED PRODUCTS ORDERED FROM US IN THE LAST [SIX (6)] MONTHS, OR (B) [FIVE HUNDRED DOLLARS ($500.00)].

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER APPLICABLE LAWS. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE JURISDICTION APPLICABLE TO YOU, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

12. General

These Terms and any separate agreements pursuant to which we provide you Services will be

governed by the laws of the United States. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. The proprietary rights, disclaimer of warranties, any representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. These Terms are binding on the parties, their successors and assigns. You shall not assign these Terms without our express written consent. Any attempt by you to assign or transfer these Terms shall be null and void. There are no representations, promises, warranties or understandings relied upon by you which are not contained herein. If any provision of these

Terms is found unenforceable, the remaining provisions shall continue in full force and effect. We will not be in default hereunder by reason of any failure or delay in the performance of its

obligations where such failure or delay is due to civil disturbances, riot, epidemic, pandemic,

hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage,

fluctuations or unavailability of electrical power, network access or equipment, or any other

circumstances or causes beyond our reasonable control.

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at support@vendybox.com.