01Agreement to Terms
These Terms & Conditions ("Terms") are a binding agreement between you and VendOrca, Inc. ("VendOrca," "we," "us"). They govern your access to and use of the VendOrca service, website, and anything we provide alongside them (together, the "Service").
By creating an account or otherwise using the Service, you agree to these Terms. If you're agreeing on behalf of an organization, you're confirming you have the authority to bind that organization, and "you" then means both you and that organization. If you don't agree, don't use the Service.
02Description of Service
VendOrca is an AI-native vendor management system (VMS) for contingent and contractor workforce programs. Instead of clicking through configuration screens, you operate it largely by asking in plain language: to set up workflows, pull reports, and get answers about your program.
The Service is generally available and supports your contingent and contractor workforce program end to end. It handles worker onboarding, timesheets, and approvals, and it produces and delivers invoices to your ERP or accounts-payable system. It also provides AI-powered configuration, reporting, and plain-language answers, so you can simply ask for what you need. We improve and update the Service over time, and features may be added, changed, or removed as it develops.
03Account Registration
To use most of the Service, you'll need an account. When you register, give us accurate and complete information and keep it current. You are responsible for the security of your credentials and for all activity that occurs under your account. Keep your passwords confidential, and notify us promptly at info@vendorca.com if you suspect any unauthorized access.
Accounts are intended for a single organization. You must be at least 18 years old, and if you're registering for an organization, you must have authority to bind it to these Terms.
04Pricing & Payment
The Service is a paid subscription. You pay the fees for your subscription or plan as set out in your order form or as otherwise agreed with us in writing. Fees are billed in accordance with the billing frequency stated there, and, unless stated otherwise, are payable in advance and non-refundable.
Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes associated with your subscription, other than taxes on our income. If an invoice is not paid when due, we may suspend or terminate your access to the Service, in addition to any other remedies available to us, until the outstanding amount is paid.
05Service Changes and New Features
The Service evolves over time. We may add, change, or remove features to improve it. From time to time we may make a specific feature available that we expressly label as beta, preview, or experimental. Any feature we label that way is provided "as is" for you to try, and may change, break, or be withdrawn at any time, so you should not rely on a labeled beta or preview feature for anything mission-critical without your own safeguards in place. This applies only to features we expressly label; the Service as a whole is a generally available product and is not beta.
If you share feedback, ideas, or suggestions about the Service, you grant us a perpetual, royalty-free license to use them to improve the Service, without any obligation to you.
06Acceptable Use
Use VendOrca lawfully and responsibly. You agree not to:
- use the Service for any unlawful purpose or in violation of anyone's rights;
- scrape, crawl, reverse-engineer, decompile, or attempt to extract our source code or models;
- abuse, overload, or attempt to manipulate the AI features, or use them to generate unlawful, harmful, or deceptive content;
- upload or process data about other people without the rights or permissions to do so;
- interfere with the Service's security or normal operation, or attempt to access accounts or data that aren't yours;
- resell, sublicense, or make the Service available to third parties except as expressly permitted.
07Intellectual Property
VendOrca and its licensors own the Service, including the platform, its software, its underlying models and configuration, its design, and the VendOrca name and marks. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.
Nothing here transfers our intellectual property to you, and nothing takes away your rights to your own data, which are covered in Section 08.
08Customer Data
Your data stays yours. You retain all rights to the data you submit to the Service ("Customer Data"). You grant us a license to host, process, and use Customer Data solely to provide, secure, and support the Service for you. In running your program, the Service processes your account data and the personal data of your contingent workforce, along with the timesheet, approval, and invoice records you create, and the usage and technical data generated as you use the Service. For personal data contained in Customer Data, VendOrca acts as a processor on your instructions, as set out in Section 18.
We also use aggregated and de-identified data (information that no longer identifies you or your organization) to operate and improve the Service. Our handling of personal data is described in our Privacy Policy.
09AI-Powered Features
VendOrca uses artificial intelligence to configure workflows, generate reports, and answer questions about your program. Because this is central to how the Service works, you should understand the following.
AI outputs can be inaccurate, incomplete, or out of date. You are responsible for reviewing and approving AI-generated outputs before you rely on them, especially for decisions that affect people, contracts, compliance, or spend. Treat AI output as a well-informed draft, not a final answer.
By design, VendOrca proposes and a human approves. The Service does not auto-apply material changes to your configuration or program. It surfaces a proposed change for a person on your side to review and confirm. Keeping a human in the loop is your responsibility as well as ours.
THE AI FEATURES ARE PROVIDED WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. VENDORCA DOES NOT GUARANTEE THAT AI-GENERATED OUTPUTS ARE CORRECT, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THEM BEFORE ACTING ON THEM.
10Service Availability
VendOrca provides the Service on a generally continuous basis and works to keep it available and reliable. We perform occasional maintenance, and, absent a separate service-level agreement set out in your order form, we don't guarantee uninterrupted or error-free access. We may modify, suspend, or discontinue all or part of the Service for maintenance, security, or development reasons. Where practical, we give notice of significant changes.
11Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, VENDORCA DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VENDORCA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR RELIABLE.
12Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, VENDORCA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VENDORCA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID TO VENDORCA IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IN NO EVENT MORE THAN ONE MONTH'S SUBSCRIPTION FEE.
13Indemnification
You agree to defend, indemnify, and hold VendOrca harmless from claims, damages, and reasonable costs (including legal fees) arising out of your misuse of the Service, your Customer Data, your users' actions, or your breach of these Terms.
VendOrca will defend you against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will cover damages finally awarded on such claims. This is our sole obligation, and your sole remedy, for infringement claims.
14Confidentiality
Each party may receive non-public information from the other in connection with the Service. Both parties agree to protect the other's confidential information with reasonable care, use it only as needed to perform under these Terms, and not disclose it to others except to those who need it and are bound by similar obligations. This doesn't apply to information that is public, independently developed, or lawfully received from someone else.
15Termination
You may stop using the Service and close your account at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or if we discontinue the Service.
On termination, your right to use the Service ends. For a reasonable window after termination, we'll make your Customer Data available for export where feasible, after which we may delete it in the ordinary course. Sections that by their nature should survive, including those on intellectual property, disclaimers, limitation of liability, indemnification, confidentiality, and governing law, will survive termination.
16Force Majeure
Neither party is responsible for delays or failures caused by events beyond its reasonable control, including natural disasters, outages, acts of government, labor disruptions, or failures of third-party infrastructure. The affected obligations are suspended for the duration of the event.
17Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules.
If a dispute arises, the parties agree to first attempt to resolve it informally by contacting us at info@vendorca.com, and to work in good faith toward a resolution. If the dispute is not resolved informally, it will be resolved in the state or federal courts located in Delaware, and both parties consent to the personal jurisdiction and venue of those courts.
18Data Protection
The parties will each comply with applicable data-protection law, including, to the extent it applies, the EU General Data Protection Regulation (Regulation (EU) 2016/679) and the UK GDPR (together, the "GDPR"). This Section describes how personal data is handled in connection with the Service. It does not describe how VendOrca uses personal data as a controller for its own site and accounts, which is set out in our Privacy Policy.
18.1 Roles of the parties
VendOrca acts as a controller for the personal data it processes to run its website and to create and administer accounts, such as your registration and contact details. For personal data contained in Customer Data that you submit through the Service as part of your workforce program, VendOrca acts as a processor on your behalf, and you act as the controller. In that capacity, VendOrca will process such personal data only on your documented instructions, including as set out in these Terms and any applicable order form, except where a legal requirement provides otherwise.
18.2 Data Processing Addendum
Where the GDPR or a comparable law applies to your use of the Service, a Data Processing Addendum (DPA) incorporating the terms required by Article 28 of the GDPR is available to customers on request. Contact us at info@vendorca.com to put a DPA in place. Once executed, the DPA forms part of these Terms and governs the processing of personal data contained in Customer Data.
18.3 International transfers
Where personal data is transferred out of the European Economic Area or the United Kingdom, VendOrca will rely on an appropriate safeguard recognized under Chapter V of the GDPR, such as an adequacy decision, the European Commission's Standard Contractual Clauses, or the UK International Data Transfer Agreement (or the UK Addendum to the Standard Contractual Clauses), as applicable to the transfer.
18.4 Subprocessors
You agree that VendOrca may engage subprocessors to help provide the Service. VendOrca will impose data-protection obligations on each subprocessor by written contract that are no less protective than those in the DPA, and VendOrca remains responsible for its subprocessors' performance of those obligations. On request, VendOrca will make available a current list of its subprocessors.
18.5 Assistance and data-subject requests
Taking into account the nature of the processing and the information available to it, VendOrca will provide reasonable assistance to help you meet your obligations under the GDPR. This includes assisting you, by appropriate technical and organizational measures and so far as is possible, in responding to requests from individuals exercising their rights under Articles 15 to 22 of the GDPR, and in meeting your obligations relating to security of processing, personal-data breaches, and data-protection impact assessments and prior consultation under Articles 32 to 36 of the GDPR. If VendOrca receives a request from an individual relating to Customer Data, it will, to the extent permitted by applicable law, direct the individual to you rather than respond directly.
18.6 Automated decisions
Consistent with Section 09, VendOrca's AI proposes and a human decides. The Service is designed so that it does not make a decision producing legal effects concerning an individual, or similarly significantly affecting an individual, based solely on automated processing within the meaning of Article 22 of the GDPR. AI-generated outputs are presented for a person on your side to review, approve, or reject, and you are responsible for keeping that human review in place for decisions that affect individuals.
19Changes to Terms
We may update these Terms from time to time as the Service evolves. If a change is material, we will provide reasonable notice, for example by posting an updated version here or by contacting you. The "Last updated" date at the top always reflects the current version. Your continued use of the Service after an update takes effect means you accept the revised Terms.
20General Provisions
These Terms, together with any order form and our Privacy Policy, are the entire agreement between you and VendOrca regarding the Service. If any provision is found unenforceable, the rest stays in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign them without our consent. Our failure to enforce a provision isn't a waiver of it. Notices to you may be sent to the contact details on your account; notices to us should go to info@vendorca.com.
21Contact Us
Questions about these Terms? Reach us at info@vendorca.com. VendOrca, Inc.