Effective Date: June 1, 2025

Date Last Updated: June 10, 2025

By accessing or using Vendera Technologies, Inc.’s and its group of companies, affiliates, successors, and assigns (“Vendera” or “we”) website (the “Website”) and any of its products or services (the “Platform” and collectively “Services”), you (“User”, “you” or “your”) agree to be bound by these terms of use (the “Terms”). When your use of the Services provided by Vendera are pursuant to a separate manually or digitally executed services agreement. Those additional terms become part of your agreement with us, if you use the Services.

Please read these Terms before your use of the Website, or Services. If you do not wish to be bound by these Terms, you may not access or use the Website or the Services.

You agree to use the Vendera Services only for lawful purposes and in a manner which does not infringe the rights of or restrict or inhibit the use and enjoyment of the Services by any third party (including intellectual property rights, rights of confidentiality or privacy). As such, you must not: (a) copy, download, reproduce, republish, broadcast, transmit, in any manner whatsoever, any material posted on the Website except as is reasonably necessary for your own personal, non-commercial use; (b) send any materials which contain viruses or any other destructive elements. Use of the Website and the Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

All materials displayed or performed on or accessible through the Website and the Services, including any text, images and other materials contained or displayed on any Vendera publication, product, service, report or e-mail are proprietary to Vendera, except where otherwise noted and excluding your data, constitute valuable intellectual property of Vendera, protected by applicable patent, copyright and trade secret laws and by international treaty provisions. No material from any part of the Website or any Vendera publication, product, service, report, e-mail or any third party website linked to and from the Website may be downloaded, transmitted, broadcasted, transferred, assigned, reproduced, stored in a retrieval system, or in any other way used or otherwise disseminated in any form to any person or entity, without the explicit prior written consent of Vendera. All unauthorized reproduction or other use of material from Vendera or the Website shall be deemed willful infringement(s) of Vendera’s copyright and other proprietary and intellectual property rights. You acknowledge and agree that you will not use the Website or any materials accessible through the Website in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of Vendera, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights. Under no circumstances shall you assert or contest any ownership rights in and to Vendera’s intellectual property in any action or proceeding of whatever kind or nature, nor shall you take any action that may prejudice, render generic, weaken or diminish the goodwill associated with Vendera’s intellectual property rights. Vendera expressly reserves all rights in connection with its intellectual property, including without limitation the right to block the transfer of its products and services and/or to track usage thereof, through electronic tracking technology, and all other lawful means, now known or hereafter devised. Vendera reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights. Additionally, the Website may contain third party proprietary information and/or Trademarks (as defined below), which shall be subject to their respective owners’ terms of use.

The trademarks, trade names, domain names, logos, service marks, slogans, and other indicia of origin (collectively the “Trademarks”) displayed on the Website are registered and/or unregistered Trademarks of either Vendera and/or its affiliates and/or its partners and/or third parties. Nothing contained on the Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the explicit written consent of Vendera or its respective owner. Misuse of any Trademarks, or any other content, displayed on the Website, is prohibited. Vendera reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights.

Third party websites linked to and from the Website are not necessarily under the control of Vendera. Vendera shall have no responsibilities or liabilities whatsoever for the content or privacy practices of any such linked websites or any link or linking program at any time. Vendera does not necessarily endorse companies (or related products or services) to or from which the Website is linked. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk. You acknowledge and agree that you will not use any such third party websites linked to and from the Website, in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of such third party, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights; but rather, that if you choose to use or access such third party website, you will do so according to such third party’s website terms of use. We further recommend reading such third party websites’ privacy policies, as their data protection practices are not controlled by us or governed by our privacy policy. For avoidance of doubt, nothing in these Terms shall be interpreted as asserting or contesting any ownership rights in the intellectual property of such third party in any action or proceeding of whatever kind or nature.

While we shall use reasonable efforts to provide up-to-date and accurate information, we make no warranties or representations as to the accuracy of the information and assume no liability or responsibility for any errors or omissions in the information provided on the Website and on the Platform. You expressly acknowledge and agree that your use of the Website and the Platform is at your own risk. All Information available through the Website and Platform is provided on an “AS IS” basis. Vendera makes no warranty that the Website and the Platform will meet your requirements, be uninterrupted, secure or error free, free of viruses or other harmful components or destructive files. The content of the Website and the Platform is subject to change without notice.

VENDERA SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE AND PLATFORM. VENDERA’S OBLIGATIONS WITH RESPECT TO ITS PRODUCTS AND SERVICES ARE GOVERNED SOLELY BY THE AGREEMENTS UNDER WHICH THEY ARE PROVIDED AND NOTHING ON THIS WEBSITE SHOULD BE CONSTRUED TO ALTER SUCH AGREEMENTS. IN NO EVENT WILL VENDERA ASSUME ANY RESPONSIBILITY, AND WILL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING IN THE WEBSITE, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT OR IMAGES FROM THE WEBSITE. IN NO EVENT SHALL VENDERA, ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR ERRORS OR OMISSION IN THE INFORMATION IN CONNECTION WITH THE WEBSITE).

You agree to hold Vendera harmless, indemnify and defend Vendera, its officers, directors, employees, affiliates and representatives from and against any and all actions, causes of action, suits, damages, liabilities, losses, claims and demands of whatever kind or nature, in law or equity, directly or indirectly, arising out of or in any way related to your violation of the Terms or your access to the Website and the Platform, and all costs and expenses incurred by Vendera as a result thereof, including attorney’s fees and court costs.

The Services are intended for Users over the age of eighteen (18). Vendera reserves the right to request proof of age at any stage so that we can verify that minors under this age are not using the Site. In the event that it comes to Vendera’s knowledge that a person under the age of eighteen (18) is using the Services, Vendera will prohibit and block such User from accessing the Services and will make all efforts to promptly delete any personal information (as such term is defined in our Privacy Policy) with regard to such User.

Vendera respects your privacy and is committed to protecting the information you share with us. Vendera’s policy and practices with regards to the personal information collected as part of your use of our Website and Services are described in detail in our Privacy Policy at https://www.vendera.ai/privacy/ which is incorporated herein by reference.

Vendera may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, Vendera will make reasonable efforts to post a clear notice on the Website and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Website or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated date at the top of this page and your continued use of the Website and Services on or after the date mentioned above will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.

At any time, Vendera may, without notice, discontinue your use of the Website and the Services, at its sole discretion, in addition to any other remedies that may be available to Vendera under any applicable law.

Additionally, Vendera may at any time, at its sole discretion, cease the operation of the Website, the Services, or any part thereof, temporarily or permanently, delete any information on the Website and Services, or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that Vendera does not assume any responsibility with respect to, or in connection with the termination of the Website’s or Services operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.

(a) any claim relating to the Website or Services or the use thereof will be governed by and interpreted in accordance with the laws of the State of Delaware, (b) any dispute arising out of or related to the Website will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Delaware Court of Chancery. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Vendera may seek injunctive relief in any court of competent jurisdiction, (c) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (d) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (e) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (f) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (g) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (h) no amendment hereof will be binding unless in writing and signed by Vendera, and (i) the parties agree that all correspondence relating to these Terms shall be written in the English language.

For information, questions or notification of errors, please contact us via email at contact@vendera.ai