These Terms of Service (the "Terms") are a binding agreement between SNE Interactive LLC, a limited liability company ("SNE Interactive", "we", "us"), and the organization that subscribes to or uses VendorCU (the "Customer", "you"). VendorCU is a product of SNE Interactive LLC.
By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "you" means that organization.
If you do not agree, do not use the Service.
VendorCU is a software-as-a-service platform for recording, tracking and analyzing third-party vendor relationships, contracts, costs, compliance artifacts and publicly reported security vulnerabilities.
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, solely for your own internal business purposes.
We may modify, add to or discontinue features. We will not make a change that materially reduces core functionality during a paid term without notice to you.
You retain all rights in the data you submit to the Service ("Customer Data"). We claim no ownership of it.
You grant us a limited license to host, process, transmit and display Customer Data solely to provide, secure, support and improve the Service, and as otherwise permitted in these Terms.
You are responsible for the accuracy, legality and appropriateness of Customer Data, for obtaining any consents required to submit it, and for ensuring you have the right to share any third-party or vendor information you upload.
We may generate and use aggregated, de-identified statistics derived from use of the Service, provided they do not identify you, your members or customers, or any individual, and are not presented in a way that could reasonably be re-identified.
We maintain commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, loss or disclosure. These include encryption in transit and at rest, role-based access control, tenant isolation, and access logging.
We will notify you without undue delay, and in any event within the period required by applicable law, after we become aware of a confirmed breach of security leading to unauthorized access to your Customer Data within systems we control.
No system is impenetrable. Except for our obligations expressly stated in this section and in Section 13, and to the maximum extent permitted by law, we do not warrant that the Service will be free of unauthorized access, and we are not liable for loss, exposure or corruption of data arising from: (a) your or your users' acts or omissions, including credential sharing, weak or reused passwords, or failure to enable available security controls; (b) compromise of your own systems, networks, devices or email; (c) acts of third parties not under our control, including your vendors, your service providers and malicious actors; or (d) events beyond our reasonable control.
The Service displays information about third parties, including security vulnerability data drawn from public sources such as the CISA Known Exploited Vulnerabilities catalog, and matches that information to vendor names in your account.
This information is provided on an "as available" basis and is not verified by us. Name-based matching is approximate and can produce both false matches and missed matches. Public feeds may be incomplete, delayed, withdrawn or wrong.
SNE Interactive is not responsible for the acts, omissions, security posture, solvency, performance or data handling of any vendor recorded in the Service. We do not endorse, certify, vet or assume any duty with respect to any vendor. A vendor appearing in the Service with no alerts is not a representation that the vendor is secure.
A data breach, outage or failure at one of your vendors is a matter between you and that vendor. We have no liability for it.
Parts of the Service use large language models to read documents you upload and to produce summaries, extracted values, risk commentary and suggestions ("AI Output").
AI Output is probabilistic and can be wrong, incomplete or misleading, including on dates, monetary amounts, contract terms and which vendor a document belongs to. The Service asks you to review and confirm extracted values before they are recorded for exactly this reason.
AI Output is not legal, accounting, audit, regulatory, investment or security advice, and is not a substitute for professional judgment or for reading the underlying document. You are solely responsible for any decision you make, and for verifying AI Output before relying on it.
You must not upload material you are not permitted to disclose to a third-party processor, and you must not submit payment card data, Social Security numbers, member account numbers or other sensitive personal information that the Service does not ask for.
The Service is a tool to help you organize and monitor a third-party risk management program. It does not perform your program for you.
You remain solely responsible for your own compliance with all laws and regulations applicable to you, including as applicable NCUA rules, FFIEC guidance, the Gramm-Leach-Bliley Act and its Safeguards Rule, state privacy law, and the requirements of your examiners, auditors and insurers.
Templates, checklists, categories and framework references in the Service are provided for convenience. They are not a representation that using them satisfies any legal or regulatory obligation, and they are not a legal opinion.
You will not, and will not permit anyone to:
We may suspend access immediately, with or without notice, where we reasonably believe continued access presents a security risk, a legal risk, or a risk to other customers.
The Service, including its software, interfaces, design, data models, prompts, scoring methods, templates, vendor taxonomies, documentation and all related intellectual property, is and remains the exclusive property of SNE Interactive LLC. These Terms grant you a right to use the Service, and transfer no ownership.
You will not, and will not permit anyone to:
You represent that you are not a competitor of VendorCU and are not acting on behalf of one, and that you will tell us promptly if that changes. We may refuse, suspend or terminate an account that we reasonably determine is held by or for a competitor, and may do so without refund where the account was obtained by misrepresentation.
Because unauthorized use of the Service to develop a competing product would cause harm that money alone cannot adequately remedy, we may seek injunctive relief for a breach of this section in addition to any other remedy, without the need to post a bond.
If you give us feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you.
Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Our Confidential Information includes non-public aspects of the Service, including its functionality, performance, prompts, scoring logic, roadmap and pricing.
Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors who need it and are bound by comparable obligations.
These obligations do not apply to information that is or becomes public without breach, was already known without duty of confidence, is independently developed without use of the Confidential Information, or is rightfully received from a third party. A party may disclose Confidential Information where required by law or regulator, giving prior notice where legally permitted.
Paid plans are billed in advance on a recurring basis through our payment processor. Fees are stated exclusive of taxes, which you are responsible for.
Free trials are provided at our discretion and may be modified or ended at any time. At the end of a trial, access to paid features stops unless a subscription is in place.
Except where required by law, fees are non-refundable, including for partial periods and for periods in which you did not use the Service. You may cancel at any time, effective at the end of the then-current billing period.
If payment fails, we may suspend access after reasonable attempts to collect. We may change pricing with at least 30 days' notice, effective at your next renewal.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL CONTENT AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DATA, ALERT, SCORE OR AI OUTPUT WILL BE ACCURATE, COMPLETE OR TIMELY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, REGULATORY FINES, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE PAID NOTHING, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
These limits apply regardless of the theory of liability, and apply to the maximum extent permitted by law. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you. Nothing in these Terms excludes liability that cannot lawfully be excluded, including for fraud or willful misconduct.
Each party's remedies and these limitations reflect the allocation of risk between us and are a basis of the bargain; the fees would be materially higher without them.
You will defend, indemnify and hold harmless SNE Interactive LLC, its members, officers and personnel from and against any third-party claim, and any resulting loss, liability, damage, fine or reasonable legal fee, arising out of or relating to: (a) Customer Data, including a claim that it infringes rights or was submitted without required consent; (b) your use of the Service in breach of these Terms or applicable law; (c) a decision you made in reliance on AI Output, an alert, a score or any other output of the Service; or (d) a dispute between you and any vendor recorded in the Service.
We will notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel at our expense), and cooperate reasonably. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent.
These Terms apply for as long as you have an account. Either party may terminate for convenience effective at the end of the then-current billing period, and either may terminate immediately for the other's material breach that remains uncured 30 days after written notice.
We may suspend or terminate immediately for non-payment, for a breach of Section 8 or Section 9, or where we reasonably believe continued access creates legal or security risk.
On termination your right to access the Service ends. You may Customer Data before termination, and we will make it available for 30 days afterward on written request. After that we may delete it, subject to backup cycles and any legal retention requirement.
Sections that by their nature should survive will survive, including Sections 3, 4 (last paragraph), 5, 6, 9, 10, 12, 13, 14 and 16.
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Texas, and each waives any objection to venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Each party waives any right to a jury trial, and claims must be brought individually and not as part of a class or representative action, to the maximum extent permitted by law.
We may update these Terms. If a change is material we will give at least 30 days' notice, by email or in the Service, and continued use after it takes effect means you accept it. Your acceptance is recorded against a version identifier, and a change of version requires acceptance again.
These Terms, with any order form and our privacy notice, are the entire agreement between us on this subject and supersede prior discussions. If a provision is held unenforceable, it is limited to the minimum extent necessary and the rest remains in force. A failure to enforce is not a waiver. You may not assign these Terms without our written consent; we may assign them to a successor in connection with a merger or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. Nothing creates a partnership, joint venture, agency or employment relationship.
Questions about these Terms: support@vendorcu.com.