Terms & Conditions - One stop shopping

TERMS AND CONDITIONS

Last updated December 01, 2024

AGREEMENT TO OUR LEGAL TERMS

We are VENDIGO USA, CORP., doing business as VENDIGO (“Company,” “we,” “us,” “our“), a company registered in Florida, United States at 8180 NW 36 Street, Suite 420, Doral, FL 33166.

We operate the website http://www.vendigoshops.com (the “Site“), the mobile application Vendigo Go (the “App“), as well as any other related products and services that refer or link to these legal terms (the “Legal Terms“) (collectively, the “Services“).

Vendigo is a multi-vendor e-commerce platform accessible via its website and mobile application. The platform enables vendors to list and sell products and services to a wide audience while providing customers with a convenient and diverse marketplace. Vendigo offers various membership plans, promotional tools, and advertising options tailored to enhance vendor success and customer satisfaction. The website and mobile application facilitate seamless browsing, purchasing, and communication, incorporating features such as: Product Listings: Vendors can showcase physical, digital, and service offerings across a wide range of categories and subcategories. Membership Options: Customers and vendors can subscribe to tailored plans to unlock exclusive benefits, such as discounts, advertising credits, and enhanced marketplace features. Search and Personalization: AI-driven tools optimize search functionality, recommendations, and user experiences. Loyalty and Rewards: Customers can earn and redeem points, participate in promotions, and enjoy personalized offers. Gamification and Recognition: Vendors and customers can achieve badges and recognition for milestones, fostering engagement and loyalty. The Vendigo mobile application complements the website by providing a user-friendly, on-the-go experience. Key features include push notifications, streamlined product management for vendors, and a shopping experience optimized for mobile users.

You can contact us by phone at (+1)1-305-245-9990, email at admin@vendigoshops.com, or by mail to 8180 NW 36 Street, Suite 420, Doral, FL 33166, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you“), and VENDIGO USA, CORP., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by admin@vendigoshops.com, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

TABLE OF CONTENTS

OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The following are the industry specific laws Vendigo complies with: 1. E-Commerce and Consumer Protection Laws Key Laws to Follow: A. Federal Trade Commission Act (FTC Act) (United States): i. Prohibits deceptive or unfair business practices in e-commerce. ii. Requires clear disclosures on pricing, refunds, and terms of service. B. Electronic Signatures in Global and National Commerce Act (E-SIGN Act): i. Governs the use of electronic signatures in transactions. C. California Consumer Privacy Act (CCPA): i. If Vendigo collects data from California residents, it must provide transparency, control, and protection of personal information. D. European Union General Data Protection Regulation (GDPR): i. Applicable if Vendigo serves customers in the EU, requiring robust data privacy practices. E. Uniform Commercial Code (UCC): i. Regulates the sale of goods, ensuring fair trade practices. 2. Tax Compliance Key Laws to Follow: A. Sales Tax Laws in the U.S.: i. States like Florida (where Vendigo is incorporated) require online platforms to collect and remit sales tax based on customer location. ii. Marketplace Facilitator Laws: Vendigo may be required to collect and remit sales tax on behalf of vendors. B. Value-Added Tax (VAT) in International Transactions: i. If Vendigo sells to customers in the EU or other regions with VAT requirements, it must ensure proper collection and remittance. 3. Data Privacy and Security Key Laws to Follow: A. GDPR (European Union): i. Requires explicit consent for data collection and the right to access or delete personal data. B. CCPA (California): i. Requires clear privacy policies and an opt-out option for the sale of personal information. C. Payment Card Industry Data Security Standard (PCI DSS): i. Ensures the secure handling of payment information. 4. Intellectual Property (IP) Compliance Key Laws to Follow: A. Digital Millennium Copyright Act (DMCA): i. Requires Vendigo to respond to copyright infringement claims and have a process for removing infringing content. B. Trademark Laws: i. Protects against unauthorized use of third-party trademarks. C. Patent Laws: i. Ensures Vendigo does not host or promote patented products without authorization. 5. Financial and Payment Regulations Key Laws to Follow: A. Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) Regulations: i. If Vendigo handles vendor payouts, it must prevent money laundering and report suspicious activity. B. Payment Card Industry Data Security Standard (PCI DSS): i. Ensures secure payment processing. C. Fair Credit Billing Act (FCBA): i. Protects customers against fraudulent charges. 6. Product and Marketplace-Specific Regulations Key Laws to Follow: A. Consumer Product Safety Act (CPSA): i. Ensures that listed products meet safety standards (e.g., no hazardous materials). B. Federal Food, Drug, and Cosmetic Act (FDCA): i. Governs the sale of food, beverages, cosmetics, and supplements. C. Toxic Substances Control Act (TSCA): i. Prohibits the sale of products containing banned substances. D. Alcohol and Tobacco Tax and Trade Bureau (TTB): i. Regulates the sale of alcohol and tobacco products. E. U.S. Department of Agriculture (USDA): i. Governs the sale of organic and agricultural products. 7. Arbitration and Dispute Resolution Key Laws to Follow: A. Federal Arbitration Act (FAA): i. Governs the enforcement of arbitration agreements in the U.S. B. State-Specific Mediation Laws: i. Florida law governs pre-arbitration mediation procedures for disputes under Vendigo’s jurisdiction. 8. Advertising and Marketing Regulations Key Laws to Follow: A. Federal Trade Commission (FTC) Advertising Guidelines: i. Prohibits false advertising and requires disclosure of sponsored content. B. CAN-SPAM Act: i. Regulates email marketing and requires clear opt-out mechanisms. 9. Employment and Freelancer Compliance Key Laws to Follow: A. Fair Labor Standards Act (FLSA): i. Applies to Vendigo employees or freelancers working on platform operations. B. Independent Contractor Laws: i. Ensure vendors and contractors are not misclassified. C. International Labor Laws: i. If Vendigo works with international contractors, comply with local regulations. 10. Accessibility Compliance Key Laws to Follow: A. Americans with Disabilities Act (ADA): i. Requires Vendigo’s website and mobile app to be accessible to users with disabilities. B. Web Content Accessibility Guidelines (WCAG): i. International standard for digital accessibility.

INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services “AS IS” for your personal, non-commercial use or internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access,

solely for your personal, non-commercial use or internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: admin@vendigoshops.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Please review this section and the “PROHIBITED ACTIVITIES” section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services (“Submissions”), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material (“Contributions”). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

confirm that you have read and agree with our “PROHIBITED ACTIVITIES” and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

Copyright infringement

USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

PRODUCTS

We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Services. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

PURCHASES AND PAYMENT

We accept the following forms of payment:

– Visa

– Mastercard

– PayPal

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

SUBSCRIPTIONS

Billing and Renewal

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is annual.

Free Trial

We offer a 30-day free trial to new users who register with the Services. The account will be charged according to the user’s chosen subscription at the end of the free trial.

Cancellation

You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at admin@vendigoshops.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

RETURN/REFUNDSPOLICY

Please review our Return Policy posted on the Services prior to making any purchases.

SOFTWARE

We may include software for use in connection with our Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Legal Terms. Any software and any related documentation is provided “AS IS” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any software. You may not reproduce or redistribute any software except in accordance with the EULA or these Legal Terms.

PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.
Use the Services to advertise or offer to sell goods and services.
Sell or otherwise transfer your profile.
Prohibited Products and Services Listing, selling, or purchasing: 1. Illegal, counterfeit, or stolen goods. 2. Hazardous materials or substances (e.g., explosives, radioactive materials). 3. Weapons, firearms, ammunition, or explosives. 4. Drugs and controlled substances (including unapproved pharmaceuticals and supplements). 5. Endangered species or products derived from them (e.g., ivory). 6. Products infringing on intellectual property rights (e.g., pirated software, replicas). 7. Adult or pornographic materials, including explicit content or services. 8. Products that violate local, national, or international laws.
Fraudulent and Deceptive Activities: 1. Providing false or misleading information about: A. Product descriptions, pricing, or availability. B. Vendor credentials or qualifications. 2. Engaging in fraudulent transactions or scams, such as: A. Fake reviews, testimonials, or endorsements. B. Payment fraud (e.g., stolen credit cards, chargeback fraud). 3. Creating duplicate or fake vendor accounts to manipulate marketplace dynamics.
Spam and Unauthorized Marketing: 1. Sending unsolicited messages or spam to other users, including: A. Advertising unrelated products or services. B. Phishing attempts or fraudulent links. 2. Promoting external platforms, websites, or services not authorized by Vendigo.
Intellectual Property Violations: 1. Using copyrighted, trademarked, or proprietary content without proper authorization. 2. Copying or plagiarizing product listings, images, or descriptions from other vendors. 3. Misrepresenting the origin or authenticity of products or services.
Abusive and Discriminatory Behavior: 1. Harassing, threatening, or bullying other users (vendors, customers, or staff). 2. Using discriminatory language or actions based on: a. Race, ethnicity, nationality. b. Gender, sexual orientation, or gender identity. c. Religion, age, or disability. 3. Posting defamatory or false statements about other users, products, or Vendigo.
Security Violations: 1. Attempting to hack, exploit, or gain unauthorized access to: a. Vendigo’s systems, data, or infrastructure. b. Other users’ accounts or private information. 2. Uploading or distributing malware, viruses, or malicious code. 3. Circumventing Vendigo’s security measures or payment systems.
Payment and Transaction Violations: 1. Completing sales or transactions outside the Vendigo platform to avoid fees. 2. Manipulating product pricing or shipping costs to defraud customers or vendors. 3. Refusing to honor valid customer refund or return requests without legitimate cause.
Privacy Violations: 1. Collecting, using, or sharing user data without consent, including: A. Email addresses, phone numbers, or other personal information. B. Selling or redistributing customer or vendor data. 2. Violating data protection US or Colombian laws such as GDPR or CCPA.
Misuse of Vendigo Features: 1. Abusing features like loyalty points, gamification, or promotional tools to gain unfair advantages. 2. Attempting to game the marketplace’s ranking, search, or recommendation algorithms. 3. Using automated tools, bots, or scripts to manipulate activities (e.g., purchasing, reviewing).
Restricted Vendor Activities: 1. Operating as a vendor without the proper licenses or certifications for regulated goods or services. 2. Misusing Vendigo’s advertising or promotional tools, such as: A. Posting false advertising claims. B. Running misleading or inappropriate ad campaigns. 3. Refusing to comply with Vendigo’s quality standards or vendor policies.
Restricted Customer Activities: 1. Filing false claims for refunds, returns, or disputes. 2. Intentionally damaging or misusing purchased products before returning them. 3. Using loyalty rewards, coupons, or promotions fraudulently.
Miscellaneous Prohibited Activities: 1. Engaging in any activities that violate local, national, or international laws. 2. Conducting political or extremist activities, such as: A. Spreading propaganda or hate speech. B. Promoting illegal organizations or activities. 3. Misrepresenting Vendigo or impersonating its staff or representatives.
Prohibited Content and Media: 1. Uploading or displaying: A. Violent, graphic, or harmful imagery. B. Content promoting illegal or harmful activities, such as self-harm, substance abuse, or violence. C. Hate speech, extremist propaganda, or materials inciting violence. D. Misleading “clickbait” titles, images, or descriptions.
Misrepresentation or False Claims: 1. Vendors: A. Misrepresenting product quality, guarantees, or warranties. B. Making unsubstantiated claims about product efficacy (e.g., health products). 2. Customers: A. Making false claims about receiving damaged or defective items. B. Submitting fraudulent complaints to harm vendors’ reputations.
Misuse of Reviews and Ratings: 1. Vendors: A. Soliciting fake positive reviews or incentivizing customers for favorable ratings. B. Creating or commissioning negative reviews of competitors. 2. Customers: A. Leaving false or malicious reviews to manipulate ratings or harm vendors.
Misuse of Return and Refund Policies: 1. Customers: A. Exploiting return or refund policies by repeatedly returning items after use. B. Claiming refunds while keeping products (e.g., fraudulent chargebacks). 2. Vendors: A. Refusing valid refund requests or issuing defective replacements.
Unauthorized Reselling: 1. Vendors: A. Reselling products without the required authorization or license (e.g., name-brand items). 2. Customers: A. Purchasing items for the purpose of unauthorized resale, particularly in bulk.
Exploitation of Membership Plans: 1. Vendors: A. Sharing membership accounts or benefits with unauthorized users. B. Misusing advertising credits or rewards tied to specific subscription tiers. 2. Customers: A. Creating multiple accounts to exploit membership benefits, discounts, or promotions.
Environmental and Ethical Violations: 1. Selling products that: A. Violate environmental regulations (e.g., banned chemicals or plastics). B. Are produced through unethical means, such as child labor or exploitative practices. C. Promoting unsustainable practices or goods, such as non-recyclable materials, without disclosure.
Excessive or Misleading Shipping Fees: 1. Vendors: A. Inflating shipping fees to mislead customers or evade platform fees. B. Failing to deliver products in a timely manner or as promised. 2. Customers: A. Making false claims about undelivered items to obtain refunds.
Prohibited Use of Marketplace Features: 1. Vendors: A. Creating duplicate or fake product listings to manipulate rankings. B. Using affiliate links to self-benefit or manipulate affiliate earnings. 2. Customers: A. Using the platform to promote unrelated external websites, services, or platforms.
Exploitation of Platform Infrastructure: 1. Vendors: A. Overloading servers by uploading excessive data or using automated bots. B. Hosting malicious files, unauthorized third-party integrations, or unsupported plugins. 2. Customers: A. Attempting to bypass marketplace restrictions through unauthorized software or tools.
Political and Religious Sensitivities: 1. Vendors: A. Selling products or promoting services that exploit political events or religious beliefs inappropriately. B. Selling counterfeit or replica items of religious or cultural significance. 2. Customers: A. Promoting political agendas or campaigns unrelated to marketplace activities.
Vendor-Specific Advertising Violations: 1. Posting inappropriate ads or promotions, such as: A. Explicit or suggestive content. B. Misleading offers or “bait-and-switch” promotions. C. False scarcity tactics (e.g., “Only 1 left in stock” when untrue).
Third-Party Data Violations: 1. Collecting or using third-party customer data for purposes outside the platform’s terms, such as: 2. Selling customer data to external parties. 3. Sending unsolicited marketing emails or messages using data obtained from Vendigo.
Marketplace Manipulation: 1. Vendors or customers engaging in activities that disrupt fair use, such as: A. Collusion between vendors to inflate prices or restrict availability. B. Attempting to manipulate the marketplace’s search algorithms unfairly. C. Creating multiple accounts to access or manipulate features (e.g., loyalty points, advertising credits).
Misuse of Customer-to-Vendor Communication: 1. Customers: A. Using messaging features to harass, threaten, or solicit vendors. 2. Vendors: A. Soliciting customer information for purposes unrelated to the transaction. B. Using communication channels to divert sales outside the platform.
Regulatory Compliance Violations: 1. Failing to comply with local, national, or international laws, such as: A. Tax evasion by vendors. B. Selling regulated or restricted goods without proper documentation (e.g., alcohol, pharmaceuticals).
Money Laundering and Financial Abuse: 1. Vendors: A. Using Vendigo as a vehicle for money laundering or suspicious transactions. 2. Customers: A. Making transactions designed to circumvent legitimate payment channels or raise red flags under financial regulations.
Excessive Resource Usage: 1. Overloading the platform with: A. Large, unoptimized images or files that affect site performance. B. Excessive use of API calls or automated processes that impact platform stability.

USER GENERATED CONTRIBUTIONS

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

CONTRIBUTIONLICENSE

By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

GUIDELINES FOR REVIEWS

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

MOBILE APPLICATIONLICENSE

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country and (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.

SOCIAL MEDIA

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site or App) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: http://www.vendigoshops.com/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States and Colombia. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States and Colombia, then through your continued use of the Services, you are transferring your data to the United States and Colombia, and you expressly consent to have your data transferred to and processed in the United States and Colombia.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) 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; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has 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 (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

Moises Kaba III, Esq.

Attn: Copyright Agent

8180 NW 36 Street, Suite 420

Miami, FL 33166

United States

clients@kabalaw.com

TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Mediation in Advance of Arbitration: 1. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place. 2. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired. 3. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. 4. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 1 above. 5. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 1 and 2 above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling. If the matter is not resolved by negotiation pursuant to paragraphs 1 through 5 above, then the matter will proceed to Binding Arbitration as set forth below. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Miami-Dade County, Florida. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. ARBITRATOR QUALIFICATIONS The arbitration is to be conducted by a sole arbitrator who must have the following minimum qualifications to act as an arbitrator in this matter: 1. A retired judge from the 11th Judicial Circuit court of Miami-Dade County, Florida or United States District Court Southern District Court of Florida; or 2. A lawyer with 10 years of active practice in Commercial or UCC litigation. 3. That the retired judge or lawyer as indicated above must previously have served as Chair or sole arbitrator in at least 10 arbitrations where an award was rendered following a hearing on the merits. JAM-APPOINTED ARBITRATOR: The third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. CONFIDENTIALITY: The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. GOVERNING LAW: This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). PUNITIVE DAMAGES: In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. LIMITATION OF LIABILITY: In any arbitration arising out of or related to this Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits. FEES AND COSTS TO PREVAILING PARTY: In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. APPEAL: The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement. JAMS EXPEDITED ARBITRATION PROCEDURES: Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2 of those Rules. A complete copy of Rules 16.1 and 16.2 can be found at http://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable arbitrator rules or applicable law, the arbitration will take place in Miami-Dade County, Florida. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Miami-Dade County, Florida, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) 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.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,500.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

SMS TEXT MESSAGING

Opting Out

If at any time you wish to stop receiving SMS messages from us, simply reply to the text with “STOP.” You may receive an SMS message confirming your opt out.

Message and Data Rates

Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.

Support

If you have any questions or need assistance regarding our SMS communications, please email us at admin@vendigoshops.com or call at (+1)1-305-245-9990.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

LIMITATION OF LIABILITY

Vendigo USA, CORP., its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or use, arising out of or related to the use of or inability to use the platform. Vendigo’s total liability for any claim arising under this agreement shall not exceed the amount of fees paid to Vendigo by the user in the six (6) months preceding the event giving rise to the claim. This limitation applies regardless of the legal theory under which liability is asserted.

INDEMNIFICATION

Users agree to indemnify, defend, and hold harmless Vendigo USA, CORP., its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising from: • Any breach of these Terms and Conditions. • Violation of any applicable law or regulation. • Infringement of any third-party rights, including intellectual property rights. • Any content or product uploaded, sold, or otherwise provided through the platform by the user.

VENDOR-SPECIFIC OBLIGATIONS

Vendors are required to: • Ensure that all products and services comply with applicable laws, regulations, and industry standards, including but not limited to safety, labeling, and warranty requirements. • Provide accurate and complete product descriptions, including potential risks and limitations. • Abide by Vendigo’s Prohibited Items Policy and refrain from listing counterfeit, illegal, or otherwise restricted items. Failure to comply may result in the suspension or termination of the vendor’s account and removal of non-compliant listings.

USER ACCOUNT RESPONSIBILITIES

Users are responsible for maintaining the confidentiality of their account credentials and for all activities conducted through their account. If users suspect unauthorized access, they must notify Vendigo immediately at [insert email address]. Vendigo reserves the right to suspend or terminate accounts found to be compromised or misused.

INTELLECTUAL PROPERTY RIGHTS

All content, including but not limited to designs, logos, trademarks, software, and proprietary materials, displayed on the Vendigo platform are the property of Vendigo USA, CORP. or its licensors. Users are prohibited from reproducing, distributing, modifying, or creating derivative works without prior written consent. Unauthorized use may result in legal action.

REFUNDS AND CHARGEBACKS

Refund requests must comply with Vendigo’s Refund Policy, available at http://www.vendigoshops.com/refund Unauthorized chargebacks will result in: • Immediate suspension of the user’s account. • A $50 administrative fee per chargeback. • Recovery of disputed amounts through legal means or collection agencies.

TERMINATION AND SUSPENSION

Vendigo reserves the right to suspend or terminate accounts at its discretion, including but not limited to cases of: • Breach of these Terms and Conditions. • Fraudulent activities or attempts to manipulate the platform. • Violations of any applicable law or third-party rights. Terminated users remain liable for all fees and obligations incurred before termination.

ADDITIONAL PROHIBITED ACTIVITIES

Users are prohibited from: • Posting or selling counterfeit, stolen, or illegal goods. • Engaging in fraudulent transactions or deceptive advertising. • Circumventing Vendigo’s fees or using external payment methods to avoid transaction fees. • Posting defamatory, obscene, or offensive content. • Accessing or interfering with Vendigo’s systems without authorization. Violations may result in account suspension, removal of content, and, if applicable, legal action.

PAYMENT TERMS

Payments processed through Vendigo’s platform are subject to the rules of Vendigo’s approved payment processors. Vendigo reserves the right to: • Deduct applicable fees before remitting funds to vendors. • Suspend payouts in cases of disputes or suspected fraud. • Adjust vendor balances to resolve errors or chargebacks.

MISCELLANEOUS TERMS AND CONDITIONS

Vendor Advertising: Vendors may purchase advertising services through Vendigo’s platform, including but not limited to pay-per-click campaigns and promotional placements. Vendigo reserves the right to: • Reject or remove advertisements that violate its Advertising Policy or applicable laws. • Adjust advertisement fees and rates with reasonable notice to vendors. Membership Plans and Rewards: Vendigo offers membership plans and loyalty rewards as described in the Membership Policy, available at [insert link]. Vendigo reserves the right to: • Modify membership benefits and terms with 30 days’ notice. • Terminate loyalty rewards accounts found to be engaging in fraudulent activity. Modification of Terms: Vendigo reserves the right to modify these Terms and Conditions at any time. Users will be notified of material changes via email or platform notifications. Continued use of the platform after such changes constitutes acceptance of the updated Terms. Cross-Border Transactions: Users engaging in cross-border transactions are responsible for complying with applicable customs, import, and export laws. Vendigo disclaims responsibility for customs delays, duties, or confiscations arising from such transactions. Fraud Prevention: Vendigo monitors transactions and account activities to prevent fraud. Suspicious activities, such as excessive returns, chargebacks, or fake reviews, will result in: • Temporary or permanent account suspension. • Forfeiture of loyalty points or membership benefits. • Reporting to relevant law enforcement authorities. Force Majeure Vendigo shall not be held liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, strikes, internet outages, or other unforeseen circumstances. During such events, Vendigo’s obligations under these Terms shall be suspended. Miscellaneous Provisions: • Arbitration and Dispute Resolution Any disputes arising out of or relating to these Terms shall be resolved exclusively through binding arbitration under the rules of JAMS. The place of arbitration shall be Miami-Dade County, Florida. Arbitration proceedings shall remain confidential, and the arbitrator’s decision shall be final and binding. Parties waive their right to a jury trial or class-action lawsuit. • Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. • Entire Agreement: These Terms constitute the entire agreement between the user and Vendigo, superseding any prior agreements or understandings. • No Waiver: Vendigo’s failure to enforce any provision of these Terms does not constitute a waiver of its rights.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

VENDIGO USA, CORP.

8180 NW 36 Street, Suite 420

Doral, FL 33166

United States

Phone: (+1)1-305-245-9990

Fax: (+1)1-305-242-4055

admin@vendigoshops.com

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