Vendora OS — Terms of Service

Effective date: September 3, 2026
Version: 1.1

Plain-English Summary (not a substitute for the terms below)

1. Who We Are and What This Is

These Terms of Service ("Terms") are an agreement between Vendora OS LLC, a California limited liability company ("Vendora," "we," "us"), and the business that accepts them ("Merchant," "you"). They govern your use of the Vendora OS software platform — including the register/point of sale, kitchen display, floor and bar management, inventory and supplies, invoice processing, scheduling and time clock, loyalty and gift cards, marketing tools, reporting, and accounting features — together with related onboarding and support services (collectively, the "Service"). They also cover hardware we sell you (§6) and any optional paid add-ons you choose (§3).

By clicking "I agree," creating or signing in to a Vendora account for your business, or using the Service, you accept these Terms. The person accepting represents that they own the business or are authorized to bind it.

2. Your Account

Vendora is provisioned for you — we set up your store, load your products or menu with you, and configure your settings ("white-glove onboarding"). You are responsible for:

• keeping sign-in credentials and staff PINs confidential and assigning appropriate roles to staff;
• everything done under your business's account by people you've given access to;
• promptly telling us if you believe an account or PIN has been compromised;
• the accuracy of the information you give us about your business, and keeping your contact email, business details, and settlement bank account current.

3. Fees and Pricing

No subscription. The Service carries no monthly software fee. Every feature of the core platform is included.

Your Pricing Disclosure. Card transactions processed through the Service are priced as set out in the written pricing disclosure we give you during onboarding (your "Pricing Disclosure"). Pricing is set per store and lives only in your Pricing Disclosure — never in these Terms. Each Pricing Disclosure, and each later change to one, is recorded with the date it takes effect.

Changes to pricing and fees. We may change the rates and fees in your Pricing Disclosure, or introduce a new fee, on at least thirty (30) days' written notice to the email address on file for your business and/or by notice in the app. The change takes effect on the date stated in the notice. If you don't want to accept it, you may terminate these Terms without penalty at any time before that date — there is no early-termination fee. If you keep using the Service on or after that date, you have accepted the new pricing. A change that lowers or removes a fee, or one we are required to make by law, regulation, or card-network or processor rules, may take effect on shorter notice; we'll tell you as soon as we reasonably can.

What the core service doesn't cost. For the core platform, Vendora charges no monthly minimums, statement fees, PCI compliance fees, or gateway fees.

Fees that depend on what happens in your account. Some amounts are passed through to you or triggered by your own activity, and may be charged as stated in your Pricing Disclosure or the processor's agreement: chargeback and dispute fees, retrieval-request fees, ACH return and non-sufficient-funds fees, and fines, penalties, or assessments imposed by a card network, the processor, or a sponsor bank because of your conduct or non-compliance — including failing to complete or maintain PCI validation after we or the processor ask you to.

Add-ons and hardware. Optional paid add-on services and any hardware you buy from us are priced separately from card processing and disclosed to you in writing before you buy. Hardware is covered by §6.

Taxes. You are responsible for correctly configuring your sales tax rate(s) and for collecting, reporting, and remitting all taxes on your sales. Amounts we charge you are exclusive of taxes on our fees, which you are responsible for where applicable.

4. Card Processing

Processing is provided by third parties. Card acceptance through the Service is provided by third-party payment processors, acquirers, and payment facilitators together with their sponsor banks (the "processor"). To accept cards you must be approved by the processor through its own underwriting, give it the information and documents it requires (including identity, ownership, and business verification), and accept its merchant or sub-merchant agreement. That agreement governs settlement of your funds, reserves, and card-network rules for your processing.

Vendora is not a bank. Your sales proceeds move from the card networks through the processor to the bank account you designate. Money processed on your behalf is never a deposit with Vendora and is not held by Vendora. Settlement timing, funding schedules, and bank-account requirements are set by the processor, not by us.

Chargebacks, refunds, and losses are yours. You are responsible for chargebacks, disputes, refunds, reversals, ACH returns, and any related fines, penalties, or assessments arising from your transactions. You authorize the processor and Vendora to recover those amounts by deducting them from your settlements or debiting the settlement account you designated. We'll give you the records and tools to respond to disputes.

Holds, reserves, and suspension of processing. The processor or Vendora may hold funds, require a reserve, delay settlement, or suspend or limit card processing where there is a reasonable suspicion of fraud, an excessive rate of disputes or refunds, prohibited or misrepresented activity, a violation of card-network rules or law, or a material change in your business (its ownership, what it sells, or its transaction pattern). We'll tell you when we're permitted to and work to release funds as soon as the reason for the hold is resolved.

Changing processors. We may change, add, or replace payment processors on notice to you. If we do, you'll need to complete the new processor's application and any identity verification ("KYC") or re-onboarding it requires, and you agree to cooperate reasonably so your card acceptance isn't interrupted.

5. Your Card-Acceptance Obligations

You agree to: follow the rules of the card networks (Visa, Mastercard, American Express, Discover) and all applicable law; accept cards only for your own bona fide sales, never to process transactions for another business and never to give a cardholder cash; never store full card numbers, magnetic-stripe data, PINs, or security codes anywhere, on paper or in any system; keep terminals, card readers, devices, and PINs physically and digitally secure and complete whatever PCI validation the processor asks of you; post and honor a refund and return policy, and issue refunds to the original card; give customers a receipt where required; and configure your sales tax correctly.

Surcharging, cash discount, and dual pricing. The Service does not include a surcharging, cash-discount, or dual-pricing feature. If you run such a program by other means, you do so on your own responsibility — including registering with the card networks where required, respecting state law and the applicable caps, signage, and receipt-disclosure rules, and any liability that results.

6. Hardware and Connectivity

Hardware we sell you. Tablets, card readers, payment terminals, printers, cash drawers, scanners, and similar devices sold or resold by Vendora are priced separately from card processing and disclosed to you in writing before purchase. Vendora is not the manufacturer. Hardware carries the manufacturer's warranty, if any, and is otherwise provided as-is; we'll pass through manufacturer warranty claims where we can. Title and risk of loss pass to you on payment. Returns and exchanges follow the written hardware policy we give you at the time of sale.

Compatibility. Card readers and payment terminals must be models we and the processor support, and we may require specific hardware for card acceptance, kitchen printing, or other features to work.

Your equipment and connectivity. Devices you already own or buy elsewhere, your network, your internet service, and your power are your responsibility, and we are not responsible for their failure. The Service requires internet access; a limited offline mode exists for cash sales, and card acceptance requires connectivity.

7. Acceptable Use

You agree to use the Service only for lawful business purposes and not to: (a) use it to sell goods or services illegal in your jurisdiction, or in categories prohibited by the payment processor or card networks; (b) attempt to probe, breach, or reverse-engineer the Service; (c) resell or provide the Service to third parties; (d) use another merchant's data or attempt to access it; (e) interfere with the Service's operation. Compliance obligations that attach to your business — age-restricted sales (alcohol, tobacco, lottery), health codes, labor and wage law, receipt requirements — remain yours.

8. Your Data

You own your business data. Sales records, customers, inventory, schedules, financial records, and other data you or your staff enter or generate belong to you. You grant us the rights needed to host, process, back up, and display it in order to provide the Service, and to use it in aggregated or de-identified form (never identifying you or your customers) to operate and improve the product.

Your customers' data. As between you and Vendora, you are responsible for your relationship with your customers, including any consents needed for loyalty programs, receipts, and marketing messages you send through the Service.

Export and deletion. You may export your data (standard formats such as CSV) at any time from within the Service, and for thirty (30) days after termination on request. After that window we may delete your data, except records we must retain for legal, tax, or dispute purposes.

Backups. We maintain regular backups as part of operating the Service. Backups are for disaster recovery and do not extend the export window above.

9. Reports, Payroll, and AI Features — Informational Only

The Service's reports, dashboards, accounting views, ledger, inventory valuations, payroll estimates, and tax-related figures are generated from the data in your account for your convenience. They are not accounting, tax, legal, or financial advice, and Vendora is not your accountant, bookkeeper, payroll provider, or tax preparer. Net-pay, withholding, and tax figures are estimates; filings, deposits, and payments to tax and labor authorities remain your responsibility (or your payroll provider's). Features that use artificial intelligence — such as scanning supplier invoices to extract line items, prices, and totals — can be wrong or incomplete: treat their output as a draft, check it against the source document, and don't rely on it for ordering, pricing, accounting, or tax decisions until you have. The accuracy of your own books and filings remains yours.

10. Support, Changes to the Service, and Integrations

Support. We provide personal onboarding and ongoing support during reasonable business hours at mateo@vendoraos.com. We work to keep the Service continuously available but do not guarantee uninterrupted operation; we may perform maintenance, and we'll aim to schedule disruptive maintenance outside common business hours.

The Service will change. We are actively building Vendora, and we may add, change, or discontinue features. We won't remove a feature you materially rely on without reasonable notice — normally at least thirty (30) days' email or in-app notice — except where the change is needed for security or legal compliance, or where a third party we depend on has changed or withdrawn something.

Beta and preview features. Features labeled beta, preview, or early access are provided as-is, may be incomplete or unstable, may not be supported, and may be changed or withdrawn at any time. Don't rely on them for anything critical.

Third-party integrations. Some features connect to services run by other companies — e-commerce platforms such as Shopify, advertising platforms such as Google, Meta, and TikTok, email and SMS delivery providers, AI providers, and payment processors. Those services are governed by their own terms and privacy policies, which you accept directly with them when you connect an account. We don't control them: they may change their APIs, pricing, or policies, restrict or suspend your account, or shut down, and a connection may stop working as a result. We are not responsible for a third party's acts, omissions, outages, or data handling, and we may add, change, or discontinue an integration.

11. Privacy

Our Privacy Policy at vendoraos.com/privacy explains what we collect and how we use it, and is part of these Terms.

12. Term, Termination, and Suspension

No minimum term. These Terms apply from acceptance and continue until terminated. Either party may terminate at any time, for any reason, by written notice (email suffices). There is no minimum commitment, no contract term, and no termination or cancellation fee.

Suspension. We may suspend or limit the Service — or card processing specifically — if: you materially breach these Terms; your use creates legal, security, or fraud risk; the processor or a card network requires it; or fees or other amounts you owe are unpaid. Where practical we'll notify you and give you a chance to fix the issue first.

Effect of termination. Card processing stops, and the data-export window in §8 applies — you may export your data for thirty (30) days after termination. Amounts you owe, including chargebacks, refunds, and fines that arrive after you leave, remain payable. Sections that by nature survive (data, disclaimers, liability limits, indemnity, governing law) survive termination.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDORA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DATA (INCLUDING AI-EXTRACTED DATA) WILL BE ACCURATE OR COMPLETE, OR THAT ANY THIRD-PARTY PROCESSOR OR INTEGRATION WILL BE AVAILABLE. HARDWARE IS COVERED BY §6.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA; AND (b) VENDORA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF (i) THE PROCESSING FEES RETAINED BY VENDORA FROM YOUR TRANSACTIONS IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (ii) FIVE HUNDRED DOLLARS ($500). THESE LIMITS DO NOT APPLY TO A PARTY'S FRAUD OR WILLFUL MISCONDUCT, OR TO YOUR PAYMENT OBLIGATIONS.

15. Indemnification

You will defend and indemnify Vendora against third-party claims arising from: your goods and services and their sale; your violation of law or of card-network rules (including tax, labor, and age-restricted-sales obligations, and any surcharging, cash-discount, or dual-pricing program you run); your customer relationships and marketing; your chargebacks, fines, and assessments; or your breach of these Terms — except to the extent caused by Vendora's own breach or misconduct.

16. Notices and Electronic Communications

Electronic notices. You agree to receive notices, agreements, disclosures, and other communications about the Service from us electronically — by email to the address on file for your business, by notice inside the app, or by posting at vendoraos.com — and that they satisfy any requirement that a communication be in writing. This includes your Pricing Disclosure and every change to it.

Keep your details current. Notices go to the email address on file and count as given when sent, whether or not you read them, so keeping your contact details accurate is your responsibility (§2).

Operational messages. Even if you opt out of marketing email, we may still send you operational messages about your account, security, pricing, and these Terms.

Notices to us. Send legal and other notices to mateo@vendoraos.com.

17. Changes to These Terms

We may update these Terms from time to time. For material changes we'll give at least thirty (30) days' notice by email or in-app notice — the same notice we give for pricing changes under §3 — and the new version applies from the effective date stated in the notice; your continued use on or after that date is acceptance. If you don't accept a change, you may terminate before it takes effect. We may also ask you to accept a new version by clicking through it the next time you sign in. The current version will always be available at vendoraos.com/terms, and each acceptance is recorded with its version, the date, and who accepted it.

18. General

Governing law and venue. These Terms are governed by California law; exclusive venue is the state and federal courts in San Diego County, California (small-claims court where eligible). Entire agreement. These Terms, your Pricing Disclosure, the Privacy Policy, any written hardware sale and return policy we give you, and the processor's merchant or sub-merchant agreement are the entire agreement and supersede prior discussions. If these Terms conflict with the processor's agreement regarding processing, settlement, reserves, or card-network rules, the processor's agreement controls for those subjects. Publicity. We will identify you as a Vendora customer — by name, logo, or story — only with your consent (email is fine), and we'll stop using it if you withdraw that consent. Assignment. You may not assign these Terms without our consent (except to a purchaser of your business with notice to us); we may assign to a successor of our business. Notices. See §16; ours go to mateo@vendoraos.com. Severability & waiver. Invalid provisions are severed; failure to enforce is not waiver. Force majeure. Neither party is liable for delays caused by events beyond reasonable control (outages of card networks, processors, or infrastructure providers included, provided we make reasonable efforts to restore service).

Questions about these Terms: mateo@vendoraos.com — Vendora OS LLC, San Diego, California