Terms & Conditions
VendorMach a product of ChalkRow Ventures Limited, registered in England & Wales (referred to as the Company) provides, a technology Platform service at web address vendormach.com/supplier-solutions which provides enterprise compliance management, recommendations to receivables products, finance analytics and new partner recommendations.
Its goal is to provide insights that allow B2B companies to make better decisions about their receivables and finances while making recommendations that may aid the business in growth
Users of the site may register for a profile through the sign up process which requires them to claim their business registry profile and upload an invoice
For the purposes of this agreement, Content is any information or data that’s is self reported to VendorMach that feeds the Company’s platform algorithm
By using VendorMach (including by simply viewing content on VendorMach (the “Site”), you are agreeing that you, and each person you allow to access VendorMach through your account, will abide by the terms of the following agreement, which is summarized here, and set forth in its entirety below. This agreement is between you and ChalkRow Ventures Limited (The Company) and it governs your access to and use of the services, websites, and applications offered by VendorMach. Your access to and use of VendorMach is conditioned on your acceptance of and compliance with this agreement.
VendorMach works by using self reported data (invoices), a unique algorithm and benchmarking to provide SMB’s a trust score and insights on their business.
Verification: Upon signup, Vendormach verifies the business in a publicly available business registry. By entering your company name, you are granting us the right to retrieve your business profile
Sign up Process. As an SMB (small and medium sized business), you are welcome to upload content (also known as Information) about your business, including information you consider confidential. By uploading your invoice and other content on VendorMach, you have trusted VendorMach through the platform algorithm to see your submitted profile.
Scoring: The VM Trust Score is a measure of trust and compliance within the supply chain. To calculate the score, we use public (registry), self reported data (ie invoices, quickbooks), and third party data to create the score. While we may have access to raw credit assessment data, we do not in any way pull or affect your business credit score with any reporting agency and do not have access or use personal credit scores. The VM Trust Score index uses traffic light color coding. Red and yellow is designed to highlight improvement and new opportunities.
What You are Promising
You are promising to use VendorMach responsibly and in a professional manner, and to hold us harmless against any damage that may happen to you or us as a result of your use of VendorMach
Users have waived the right to bring suit in a court and/or to participate in “class action” suits. Instead, we will use binding arbitration in the event of a dispute.
Other Rights We Have
Users of VendorMach must understand that we have virtually unlimited rights to reject any SMB on the platform, or to delete any Content.
Things We are Absolutely Not Obligated to Do:
We are not obligated to display or use your submitted Content to display a trust score or insights to you
Fees and Business Model
We do not charge SMB’s to register and gain access to their own VM trust score and business insights on VendorMach. As a network platform, our revenue mainly comes from Buyers who maybe interested in using our platform to better understand who they work with and improve efficiency
Disputes with Others
If disputes arise between you and anyone other than the Company, we have no obligation to participate or assist either party.
Disclaimers; Limitations; Waivers Of Liability
These are exceptions our attorneys and investors make us include to ensure that we are not at risk for significant liabilities. Since we are offering the Service free of charge, we hope you’ll understand.
Term And Termination
This agreement will remain in effect between you and the Company the moment a profile activation is requested on VendorMach unless either the Company terminates it, or you terminate it by deleting all your Content, closing your account and ceasing to view Content accessible through the Site. After termination, certain relevant provisions (such as the indemnity section) will remain in force.
VendorMach respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us in accordance with the Copyright Policy set forth herein.
These are all the things that make a contract enforceable and unambiguous, address the rules applicable to any disputes between you and the Company, and cover certain issues related to international users.
Most terms used in this agreement are defined in this section. For your convenience, when those terms are used the first time, they are hyperlinked to their definition in this section.
WHAT WE ARE PROMISING
- Grant You the Right to use the Platform.All right, title, and interest in and to VendorMach (excluding Content provided by users) is and will remain the exclusive property of VendorMach and its licensors. Except as expressly provided herein, nothing in this agreement gives you a right to use the VendorMach name or any of the VendorMach trademark, logos, domain names, or other distinctive brand features. Subject to your acceptance of this agreement, VendorMach grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the platform, and related software and to display and may share results attributable to your performance.
WHAT YOU ARE PROMISING
- To Act Responsibly.You are promising to act responsibly – which means:
- You are making the following Promises:
- Requirements of Use.
- That you have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in VendorMach violates provisions of local law to which you are subject, you will cease using the platform and close your account,
- That your account representative is at least 13 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a participant on VendorMach;
- That you will conduct yourself in a professional manner in all your interactions with VendorMach and with any other user of VendorMach
- Requirements related to Content on VendorMach
- That you will only provide VendorMach with Content that you have a right to provide to VendorMach and to allow VendorMach to display it– which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by VendorMach, and that you understand that any other Content you find on or through VendorMach is the sole responsibility of the person who originated such Content.
- That you understand that your Content may be displayed and if you do not have the right to submit Content for such use, it may subject you to liability. VendorMach will not be responsible or liable for any use of your Content that you don’t have the right to submit to feed its algorithm in accordance with this agreement
- That VendorMach is only an information provider, not a broker and you will obtain such professional advice as is appropriate to protect your interests, including business, accounting and other advice.
- You are promising not to:
- Requirements of Use.
- You are making the following Promises:
1.Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through VendorMach, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on VendorMach.
- Copy or distribute the content of the Company except as specifically allowed in this agreement.
- Claim any right to access, view or alter any source code or object code of VendorMach.
- Indemnify VendorMach and Related Parties.You are promising to hold us harmless against any damage that may happen to us as a result of your use of VendorMach.
- Indemnity. In particular, you agree to indemnify and hold the Company (and any employee, officer, director or affiliate of the Company, each a “Company Person”) harmless (including costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of VendorMach, the violation of this agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the platform by you (including claims related to defamation, invasion of privacy, or other violation of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, VendorMach. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Platform.
- Release. In addition, you hereby release any claims you may have against VendorMach and any Company Person that are in anyway related to VendorMach including any recommendations or referrals you may receive as a result of your registration with VendorMach. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third parties partners.
- Other Promises Necessary to Allow Us to Provide VendorMach Trust Score Service.You promise to comply with the terms of the license set forth below
- You are licensing to us the right to publish all the Content you upload to VendorMach to be able to make recommendations and matches to our network users such as pre selected lenders and buyers
- To the extent that VendorMach is determined, for any reason not to be the licensee of any material you have provided to us (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights ,” “droit moral,” or the like (collectively “Moral Rights”)), you hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by VendorMach and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.
- You acknowledge that VendorMach is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on VendorMach , or to feature or otherwise display your Content on any web page.
- You acknowledge that you do not rely on the Company to monitor or edit the Service.
- You agree that this agreement does not entitle you to any support, upgrades , updates, add ons patches, enhancements, or fixes for the Service through VendorMach (collectively , “Updates”). The Company, however, may occasionally provide automatic Updates to VendorMach at its sole discretion (and without any advanced notification to you). Any such Updates shall become part of VendorMach Services and subject to this agreement.
Any and all controversies, claims or disputes arising out of or relating to this Agreement (including, without limitation, its formation, performance or breach) or arising out of or relating to the relationship between the parties (in connection with your use of the Platform) shall be solely and exclusively resolved by confidential binding arbitration. The claimant shall have the right to participate by phone or similar means and need not attend the arbitration live in order to participate, except that the parties will confer on an appropriate method for obtaining the claimant ’s testimony, including agreeing on a means of obtaining live testimony from the claimant if appropriate, in a manner that minimizes travel and expense burdens on the claimant.
OTHER RIGHTS WE HAVE
VendorMach may, but is not required to, monitor or control the Content posted via the Service. Our failure to exercise that right, however, does not give you any right to make a claim against VendorMach. VendorMach reserves the right to discontinue the Service of VendorMach or to change the content of the Service in any way and at any time, with or without notice to you, without liability . VendorMach reserves the right to terminate your access to the Service of VendorMach without notice and, if you violate this agreement to pursue other remedies at law or in equity.
We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, or other features that may have value to you that may have been associated with your account.
The Company has the right to refuse registration of, or cancel your user account and/or User ID in its discretion for any reason or for no reason . In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this agreement (including investigation of potential violations hereof), (iii) detect, prevent, or otherwise address fraud, security or technical issues, or (iv) respond to user support requests.
Without limiting the generality of the foregoing, you specifically acknowledge that the Company has the right to terminate or limit your account for any reason or no reason at all. Any Content that has been uploaded through the Platform may be deleted at any time without notice to you. The Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this agreement , regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using VendorMach, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.
DISCLAIMERS; LIMITATIONS; WAIVERS OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL , SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES , INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES , AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer , mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services provided through VendorMach, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage , including any loss or damage to any content or personal injury or death , resulting from anyone’s use of the Service, any content or third party applications, software or content posted on or through the Services or transmitted to users, or any interactions between users of the Platform, whether online or offline.
We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Platform Service or any content thereon or any content you receive as a result of your relationship with VendorMach. VendorMach will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Platform, or any Content.
You also agree that VendorMach has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content maintained by the Platform Service. We make no warranty that the Platform will meet your requirements or be available on an uninterrupted, secure, or error—free basis. No information, whether oral or written, obtained from VendorMach or through the Platform Service, will create any warranty not expressly made herein.
TERM AND TERMINATION
Unless terminated by the Company, this agreement will remain in full force and effect while you use any of the Platform Services provided through VendorMach. You may terminate this agreement at any time by deleting all Content you have provided to VendorMach and ceasing to use the Platform. The Company may terminate this agreement at any time, particularly if you violate any provision of this agreement. Upon termination of this agreement for any reason, you shall destroy and remove from all computers , and other storage media all copies of the any intellectual property owned by the Company. Your representations in this agreement and any other provision which by their nature are designed to survive termination shall survive any termination or expiration of this agreement.
VendorMach respects the intellectual property rights of others and expects users of the Service to do the same. If you believe that your copyrighted work has been copied without your authorization and is available on the Platform in a way that may constitute copyright infringement, you may provide notice of your claim to the Company as outlined in the Company’s copyright policy below:
Copyright Policy. If You believe that any material on the Platform violates this agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to email@example.com containing the following information (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address , telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, VendorMach will also terminate a user’s account if the user is determined to be a repeat infringer.
Amendments to this Agreement. We may amend this agreement at any time in our sole discretion, effective upon posting the amended Terms at getscore.vendormach.com where the prior version of this agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Platform following the date on which such amended Terms are published will constitute consent to such amendments.
- Governing Law/Resolution Of Disputes/Waiver Of Injunctive Relief.
- Governing Law/Venue. This agreement and all aspects of the VendorMach platform shall be governed by and construed in accordance with the laws of the State of Delaware (i.e., without regard to conflict of law’s provisions ) regardless of your location. For the purpose of any judicial proceeding to enforce such award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, the parties hereby submit to the jurisdiction of the courts sitting in Delaware and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon it if sent by certified, express or registered mail addressed to it at the address set forth in the books and records of the Company , or if no such address has been provided, by email to the email address provided by the relevant parties to the Company in connection with their use of the Platform. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts located in Delaware and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the courts located in Delaware.
- Injunctive Relief.You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety ) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
- Informal Negotiations.To expedite resolution and control the cost of any dispute, controversy or claim related to this agreement (“Dispute “), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding . Such informal negotiations commence upon written notice from one person to the other. You will send your notice to
VendorMach (ChalkRow Ventures Ltd)
72 Allen Street 3rd Floor
New York NY 10002
- Restrictions/No Class Actions.You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class—action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons
- Exclusive Process.You acknowledge that the arbitrator(s), and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, claim or dispute.
- Exceptions to Informal Negotiations and Arbitration.You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration : (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
- The failure of the Company to require or enforce strict performance by you of any provision of this agreement or to exercise any right under this agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this agreement as so interpreted.
- Neither the course of conduct between the parties nor trade practice will act to modify this agreement to any party at any time without any notice to you. You may not assign this agreement without the Company’s prior written consent. This agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Platform by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
- No Third Party Beneficiaries.This agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against any you or any other user, except to the extent that you may enforce your own intellectual property rights related to Content offered through the Platform.