Terms of Use

Last updated: May 22, 2026. Effective on the date you first access the Service.

1. Acceptance and Eligibility

These Terms of Use ("Terms") govern your access to and use of vendeepro.app, the Vendee Pro web and mobile applications, application programming interfaces, integrations, and related services (collectively, the "Service") provided by Project Automation LLC, a Georgia limited liability company ("Project Automation," "Vendee Pro," "we," "us," or "our").

You may use the Service only if you are at least 18 years old, can form a binding contract with us, and are not barred from using the Service under U.S. or other applicable law. If you accept these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity and "you" refers to that entity. If you do not have that authority, or if you do not agree with these Terms, you may not access or use the Service.

Geographic eligibility. The Service is offered only to customers (and the businesses they represent) located in, and operating from, the United States or Canada. By creating an Account or otherwise accessing the Service, you represent and warrant that you and the business you represent are located in, and operating from, the United States or Canada, and that your use of the Service from any other jurisdiction is unauthorized. We reserve the right to refuse or terminate Accounts that we determine, in our sole discretion, do not meet this requirement, and to restrict access by geography at the application or payment-processing layer.

2. Definitions

• Account. The user record we provision when you register, including any organization-level workspace and all sub-users, stores, and child accounts associated with it.
• AI Output. Any text, code, suggestion, draft, summary, narrative, structured data, or action proposal generated by the Service’s artificial intelligence features in response to your inputs.
• AI Provider. A third-party large language model or generative AI vendor, or an aggregator that routes to such a vendor, that processes prompts on our behalf to produce AI Output.
• Authorized User. An individual who is granted access to your Account, including sub-users, employees, contractors, or assigned consultants.
• Consultant. A third-party advisor or service provider granted access by you (or by an Enterprise Admin) to one or more Accounts under an assignment-based access model.
• Customer Data. Information that you, your Authorized Users, or your connected integrations submit to or generate within the Service, including products, vendors, purchase orders, inventory levels, sales history, prompts you send to AI features, and any files you upload.
• Enterprise Account. An Account configured to oversee, manage, or aggregate one or more child Accounts on behalf of an enterprise customer or franchise group.
• Enterprise Admin. A user designated as the administrator of an Enterprise Account.
• Subscription. A paid or free plan that grants access to the Service for a specified billing period.

3. The Service and License

Subject to your continuous compliance with these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own internal business operations during the term of your Subscription. All rights not expressly granted to you are reserved by us.

You may not, and you may not permit any Authorized User or third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, weights, prompts, or underlying ideas of the Service; (c) rent, lease, sell, sublicense, or otherwise commercially exploit the Service; (d) remove or alter any proprietary notices; (e) use the Service to build a competing product or for benchmarking, performance testing, or competitive analysis; (f) bypass any security, throttling, or access control mechanism; or (g) use any robot, scraper, crawler, or automated method to access the Service except as we explicitly permit.

4. Accounts and Security

You must provide accurate, complete, and current information when you register and keep it up to date. You are responsible for safeguarding your credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately of any actual or suspected unauthorized access. We are not liable for losses arising from your failure to safeguard your credentials.

You are solely responsible for the acts and omissions of your Authorized Users, Consultants, and any third party that accesses the Service through your Account. Any breach of these Terms by such persons is deemed a breach by you.

5. Subscriptions, Billing, and Fees

Paid Subscriptions are billed in advance on a recurring monthly or annual basis until cancelled. Unless cancelled, your Subscription will automatically renew for successive periods of equal length at the then-current price. You authorize us and our payment processors to charge your designated payment method for all fees, taxes, and applicable surcharges as they come due.

All fees are stated in U.S. dollars and are exclusive of taxes, levies, and duties, which are your responsibility. If any payment is not received when due, we may suspend or terminate your access without notice. You agree to reimburse us for reasonable collection costs, including attorneys’ fees, incurred to collect overdue amounts.

We may adjust pricing at any time, and any change will take effect at the start of your next billing period. Continued use after a fee change constitutes acceptance of the new fees. Except as expressly stated in these Terms or required by applicable law, all fees are non-refundable. Refunds, if any, are granted at our sole discretion. We are not obligated to provide pro-rated refunds for unused portions of a billing period after cancellation, downgrade, suspension, or termination.

6. Free Tier and Trials

We may offer a free version of the Service (the "Free Tier") or time-limited trials. The Free Tier and any trial are provided "AS IS," without warranties of any kind, and may be modified, throttled, suspended, or terminated by us at any time, with or without notice and without liability. We make no commitment regarding uptime, performance, data preservation, data portability, or migration for Free Tier or trial accounts. Any data associated with such an account may be permanently deleted upon suspension or termination. You are solely responsible for maintaining independent backups.

To the maximum extent permitted by law, our total aggregate liability arising from or related to the Free Tier or any trial, regardless of the legal theory, will not exceed one U.S. dollar (US $1.00).

7. AI Credits

Some Subscriptions include or permit purchase of "AI Credits," which meter usage of generative AI features. AI Credits are consumed when you (or anyone using your Account) invoke an AI feature, regardless of the quality, accuracy, completeness, or usefulness of the AI Output. Credits are non-refundable, non-transferable, have no cash value, and expire on the schedule shown at the time of purchase or as otherwise communicated by us.

We may adjust the rate at which credits are consumed by particular features or models at any time, including in response to changes in upstream AI Provider pricing. We may impose reasonable usage limits, rate limits, or anti-abuse controls. We may suspend or revoke credits used in a manner that violates these Terms.

8. Artificial Intelligence Features

The Service includes features that use artificial intelligence, including large language models, to draft, summarize, propose, classify, forecast, transcribe, and generate content. By using these features, you acknowledge and agree to the following.

8.1 Outputs Are Advisory

AI Output is provided for your evaluation and assistance only. AI Output is not financial, legal, accounting, tax, regulatory, medical, or professional advice. AI Output may be inaccurate, incomplete, biased, outdated, hallucinated, or fabricated — meaning the AI may state numbers, names, dates, products, vendors, events, or facts that are entirely fictional or incorrect even when presented with confidence — and may not reflect the current state of your data, your inventory, your suppliers, your POS, or any external system. You are solely responsible for reviewing AI Output before relying on it, sharing it, or taking any action based on it. You assume all risk of any decision made or action taken in reliance on AI Output.

8.2 You Confirm Every Write Action

The Service is designed so that any change to your data initiated by an AI feature requires your explicit confirmation through a preview or review step. By confirming an AI-proposed action, you take full responsibility for the resulting change to your Customer Data, your inventory, your purchase orders, your connected systems, and any downstream consequences. We are not liable for actions you confirm.

8.3 Customer Data is Sent to AI Providers

To produce AI Output, we transmit your prompts, the structured data the AI is reasoning about, and other contextual Customer Data to one or more AI Providers. We do not contract directly with the underlying foundation-model providers. Instead, we route AI requests through OpenRouter, an AI API aggregator. OpenRouter maintains its own contractual relationships with the foundation-model providers, including those providers’ published Zero Data Retention (“ZDR”) commitments, and publishes the current list of those providers in Schedule 3 of its Data Processing Agreement at openrouter.ai/data-processing-agreement. Our routing layer is configured to use only those provider endpoints that OpenRouter exposes as ZDR-compliant. Under those ZDR commitments, the foundation-model provider does not persist your prompt, the contextual Customer Data sent with it, or the AI Output beyond what is needed to compute the response. Endpoints that OpenRouter does not classify as ZDR-compliant are not enabled in our routing layer. The specific AI Provider and model that process a given request may change over time as OpenRouter adds or removes downstream providers; those downstream changes are governed by OpenRouter’s own sub-processor change-notification process and do not, on their own, require notice from us. We may also change routing aggregators, routing logic, or our own direct sub-processors; any change to our own direct sub-processors is communicated as set out in our Privacy Policy, and any replacement aggregator will be selected on the basis of equivalent ZDR-only routing. AI Providers and aggregators operate under their own terms and privacy policies, and our representations regarding their conduct are limited to those terms as they are published from time to time. By accepting these Terms and using AI features, you provide your general written authorization for us to engage OpenRouter as our sub-processor and OpenRouter’s then-current downstream model providers as our sub-sub-processors, you acknowledge that the OpenRouter Data Processing Agreement referenced above governs how OpenRouter processes Customer Data on our behalf, and you waive any requirement of individualized notice or consent for additions or removals within OpenRouter’s downstream sub-processor list.

8.4 No Training of Foundation Models on Your Data

We do not use Customer Data to train, fine-tune, or otherwise improve foundation models owned by us or by any third party. Our routing layer is configured to use only AI Provider endpoints that, per the published terms of our routing aggregator, do not use Customer Data for training, fine-tuning, or model improvement either. This restriction applies to your prompts, voice transcripts, attached files, the contextual data the AI reads to answer you, and the AI Output. The only exceptions are: (a) where you have provided explicit, opt-in written consent for a specific program; or (b) where we use anonymized, aggregated, or de-identified data that cannot reasonably be associated with you, your Authorized Users, or your business. We do not warrant that any third party will perform under their own published terms; if a third party violates its commitments, our liability is limited as set out in Section 19.

8.5 Voice and Transcription

Voice features rely on your device’s native speech recognition (such as the browser Web Speech API) or third-party transcription services. Voice processing may be performed locally on your device or by your browser’s vendor. We do not record continuous audio. Transcribed text is treated as Customer Data. You are responsible for obtaining any consents required from third parties whose voices you record or transcribe.

8.6 Logging and Audit

We keep a short-lived local copy of AI tool calls, prompts, proposed actions, and your confirmations so that you can resume conversations and undo recently confirmed actions, and so we can investigate security incidents, abuse, billing disputes, and bugs. This conversation history is automatically and permanently deleted from our systems on a rolling thirty-one (31) day window. The full retention schedule is set out in our Privacy Policy.

8.7 High-Risk Use, Compliance, and Disclosure

The Service is intended for use by retail buying, merchandising, and operations teams to assist with inventory, purchasing, vendor management, sales analysis, and related tasks. The Service is not designed, evaluated, certified, or supported for use as an automated decision system, or as a component of one, in any context that has a legal, employment, housing, lending, education, healthcare, insurance, public-benefits, immigration, or other consequential effect on any individual. You will not use the Service or any AI Output to make, recommend, materially influence, or substitute for human judgment in any such decision. Where applicable law (including the EU AI Act, the Colorado AI Act, NYC Local Law 144, or similar legislation now in effect or later enacted) imposes obligations on operators or deployers of high-risk or automated decision systems, you accept those obligations to the extent your use of the Service falls within their scope, and Project Automation is not the operator, deployer, or provider of any such system on your behalf.

Where applicable law (including but not limited to Article 50 of the EU AI Act) requires that users be informed they are interacting with an artificial intelligence system, the visible AI panel inside the Service together with these Terms constitute that disclosure. AI Output is generated by large language models and does not represent the views, statements, advice, or commitments of any individual at Project Automation.

8.8 Restrictions

You may not use the AI features to: (a) generate content that is unlawful, defamatory, harassing, deceptive, infringing, or designed to deceive others as to the source of the content; (b) create deepfakes or impersonate real persons without authorization; (c) automate decisions with legal or similarly significant effects on individuals without appropriate human review; (d) submit personal data of third parties without a lawful basis to do so; (e) attempt to extract, copy, or reverse engineer model weights or system prompts; or (f) circumvent any safety mechanism, content filter, or rate limit.

9. Enterprise Accounts, Consultants, and Sub-Users

9.1 Authority of Account Holders

Each Account is controlled by an account holder ("Owner") who has full authority over the configuration, data, billing, and Authorized Users of that Account. The Owner is responsible for granting and revoking access, setting permissions, and overseeing all activity on the Account.

9.2 Enterprise Accounts

An Enterprise Account allows an Enterprise Admin to oversee, configure, manage, bill, and report on multiple child Accounts ("Member Accounts"). By accepting an invitation to become a Member Account of an Enterprise Account, the Owner of the Member Account expressly authorizes the Enterprise Admin to:

• view, access, and export the Member Account’s configuration, Customer Data, billing information, AI usage, and audit logs;
• create, modify, suspend, deactivate, or remove Authorized Users on the Member Account;
• impersonate the Member Account for the purpose of providing support, configuration, training, or oversight, subject to audit logging;
• establish and enforce policies, including white-label theming, plan-level constraints, and feature gating; and
• receive billing for the Member Account where the Enterprise Admin has elected to consolidate billing.

Each Enterprise Admin agrees to use these capabilities only as needed to support its enterprise. The Enterprise Admin is responsible for the acts and omissions of its Member Accounts and their Authorized Users to the same extent as if those acts had been taken by the Enterprise Admin directly. Project Automation is not a party to any agreement between an Enterprise Admin and a Member Account and is not liable for the conduct of either toward the other.

9.3 Consultants

A Consultant is a user invited and assigned to one or more client Accounts to provide advisory or operational services. By accepting a Consultant assignment, the client Account’s Owner grants the Consultant the rights described in the assignment, which may include reading, editing, or impersonating the Account. Consultants must comply with these Terms when accessing any client Account. Consultants and the clients who engage them are independently responsible to one another, and Project Automation has no liability for advice, work product, or omissions of any Consultant.

9.4 Sub-Users and Permissions

You may invite Sub-Users to your Account with role-based permissions. Each Sub-User must accept these Terms before using the Service. The Owner remains responsible for the configuration of permissions, the activity of every Sub-User, and the lawful basis for granting that Sub-User access to any personal data within the Account.

9.5 Termination of Enterprise or Consultant Relationships

Termination of an Enterprise relationship or a Consultant assignment immediately revokes the relevant access rights. We are not responsible for any data, content, or information that the Enterprise Admin or Consultant retained or exported during the period of authorized access.

10. Customer Data and License Grant

As between you and us, you retain all right, title, and interest in and to your Customer Data, subject to the limited license you grant us in this Section. You represent and warrant that you have all rights necessary to provide your Customer Data to us and to grant the licenses set out below, and that your Customer Data and our use of it as permitted by these Terms will not violate any law or infringe any third-party right.

You grant us a worldwide, non-exclusive, royalty-free, sub-licensable license to host, copy, store, process, transmit, display, modify (only as necessary to render or format the Service), and create derivative works of your Customer Data, in each case solely to: (a) provide and improve the Service for you; (b) prevent or address technical, security, or fraud issues; (c) enforce these Terms; (d) comply with our legal obligations; and (e) generate aggregated or de-identified data that we may use for any lawful purpose, including improving the Service.

You are solely responsible for the legality, accuracy, completeness, and quality of your Customer Data and for the consequences of submitting it to the Service. We are not obligated to verify Customer Data and have no liability for losses arising from inaccurate or incomplete Customer Data, including data drawn from connected integrations.

11. Acceptable Use

You and your Authorized Users agree not to:

• use the Service in violation of any law or regulation, including export, sanctions, privacy, intellectual property, and consumer protection laws;
• upload or transmit malicious code, malware, or material containing viruses, worms, or destructive elements;
• interfere with, degrade, or disrupt the Service, its infrastructure, or any user’s use of the Service;
• attempt to gain unauthorized access to any portion of the Service, related systems, or other accounts;
• conduct security testing, penetration testing, or vulnerability scanning without our prior written consent;
• upload personal data of any individual without a lawful basis, or in violation of any privacy law applicable to that individual;
• use the Service to transmit unsolicited communications, harass any person, or facilitate any infringement;
• misrepresent your identity or affiliation, or impersonate any person or entity;
• use the Service in any way that could expose us to regulatory liability we have not agreed to assume; or
• access or use the Service if you are an employee, contractor, or affiliate of a competitor of Vendee Pro, except with our prior written consent.

We may, but are not obligated to, monitor use of the Service for compliance with this Section. We may remove or disable Customer Data, suspend Accounts, or terminate access without notice to address suspected violations or to protect the security or integrity of the Service.

12. Third-Party Integrations and Connected Systems

12.1 Integrations Generally

The Service may integrate with third-party platforms, including without limitation Shopify, Heartland Retail, Stripe, payment processors, email providers, and AI Providers (each, a "Third-Party Service"). Your use of any Third-Party Service is governed by your agreement with the operator of that service. We do not control Third-Party Services, do not guarantee their availability, accuracy, or security, and are not responsible for any act or omission of any Third-Party Service. If a Third-Party Service modifies its API, terms, pricing, or behavior, we may need to modify or discontinue any related feature without liability.

You authorize us to exchange Customer Data with each Third-Party Service that you connect to the Service, as needed to operate the integration. You represent that you have the right to grant such authorization and that doing so does not violate the terms of any Third-Party Service.

12.2 Push, Sync, and Modification of Connected Systems

The Service is designed to read from, write to, and synchronize data with the systems you connect, including point-of-sale ("POS") systems, e-commerce stores, inventory systems, accounting tools, vendor portals, and other commerce platforms (each, a "Connected System"). Synchronization, publishing, importing, exporting, bulk editing, or any other action that the Service takes on a Connected System (each, a "Sync Action") may add, change, replace, overwrite, archive, or delete records in that Connected System, including products, variants, SKUs, barcodes, inventory levels, prices, customer records, orders, fulfillment status, taxonomy, locations, and any related data.

You expressly acknowledge and agree that any Sync Action taken at your direction, with your confirmation, or as a result of a configuration you established carries a risk of unintended data changes or loss in the Connected System, and that you accept that risk in full.

12.3 Your Responsibilities Before Any Sync

You are solely responsible for:

• maintaining current, complete, and independently verified backups of every Connected System before initiating any Sync Action;
• testing imports, exports, bulk edits, and integrations against a sandbox or non-production environment of the Connected System where one is available, before running them in production;
• reviewing every preview, mapping, template, or proposed change the Service displays prior to confirmation, including AI-proposed actions;
• configuring user permissions, scopes, and access tokens on the Connected System to reflect the level of access you intend to grant to the Service;
• verifying that the format, fields, and constraints of any data the Service produces are compatible with the current requirements of the Connected System; and
• monitoring the Connected System after each Sync Action and promptly reverting or correcting any unintended change.

You acknowledge that not all changes to a Connected System are reversible, and that Vendee Pro may be unable to restore data once it has been overwritten or deleted in a Connected System.

12.4 No Liability for Connected System Damage or Data Loss

To the maximum extent permitted by applicable law, Project Automation will have no liability of any kind for any loss, corruption, deletion, modification, duplication, archival, unpublishing, mispricing, mismapping, or other change to data, products, inventory, orders, customers, configuration, or any other content in any Connected System, regardless of cause, including without limitation: a defect, bug, regression, outage, or unintended behavior in the Service; an action proposed by an AI feature and confirmed by you or by another Authorized User; an instruction issued by a Sub-User, Consultant, Enterprise Admin, or any person accessing the Service through your Account; a sync failure, a partial sync, a duplicate sync, or a race condition; a misconfiguration of the integration on either side; an act, omission, change, outage, throttle, deprecation, schema change, or rate limit imposed by the Connected System or its operator; a network or third-party service interruption; or any combination of the foregoing.

You agree that any losses arising from a Sync Action, including but not limited to loss of revenue, loss of inventory accuracy, mis-shipped or unshipped orders, refunds, chargebacks, mispriced sales, taxonomy or category errors, regulatory penalties, vendor disputes, fines from a Connected System operator, and the time and expense to restore the Connected System or your business operations, are entirely your responsibility.

12.5 Indemnification for Connected System Claims

In addition to your indemnification obligations under Section 17, you will defend, indemnify, and hold harmless the Indemnitees from and against any third-party claim, action, demand, fine, or proceeding brought by an operator, customer, vendor, employee, or user of any Connected System and arising out of or related to any Sync Action, any change to the data or configuration of any Connected System, or your use of the Service in connection with any Connected System.

12.6 Acknowledgment

By connecting any Connected System to the Service and by initiating or confirming any Sync Action, you acknowledge that you have read, understood, and accepted Sections 12.2 through 12.5, that you have evaluated the risk of using the Service with that Connected System, and that you assume that risk in full. If you do not accept these terms, you must not connect the Connected System or initiate any Sync Action.

12A. Exchange Rates and Currency Conversion

12A.1 Source of Rates

The Service may display, store, and apply foreign exchange ("FX") rates to assist you in converting prices, costs, purchase orders, inventory valuations, reports, and other figures between currencies. FX rates are obtained from one or more third-party data providers (such as exchangerate.host or any successor or replacement provider we select), are cached and refreshed on a schedule we determine in our sole discretion, and may be supplemented by manually entered or snapshotted rates that you or your Authorized Users save against specific records (for example, a purchase order locked at submission).

12A.2 Rates Are Indicative Only

FX rates surfaced by the Service are indicative reference values for internal planning, reporting, and bookkeeping convenience only. They are not real-time market quotes, are not executable rates, do not include any spread, fee, margin, or charge that a bank, card network, payment processor, or money-services business may apply, and must not be relied upon for treasury, trading, hedging, tax, accounting, regulatory reporting, customs, invoicing, settlement, or any other transactional or compliance purpose. The actual rate you receive from any counterparty will differ from the rate shown in the Service.

12A.3 No Warranty as to Accuracy or Availability

FX data is provided "AS IS" and "AS AVAILABLE." We do not warrant, and expressly disclaim any representation regarding, the accuracy, completeness, currency, timeliness, fitness for a particular purpose, or continued availability of any FX rate, conversion result, historical series, or rate snapshot. Rates may be missing, stale, incorrect, delayed, rounded, or inconsistent across pairs and dates. Upstream providers may modify, throttle, suspend, restrict, or discontinue their data feeds at any time, and we may switch providers, change refresh frequency, change rounding or pivot logic (including USD-pivot cross-rate computation), or stop offering currency conversion features altogether without notice and without liability.

12A.4 Your Responsibility

You are solely responsible for verifying any converted figure before relying on it, sharing it with a third party, presenting it to a customer, vendor, auditor, regulator, or tax authority, or using it as the basis for any business decision, payment, purchase order, contract, financial statement, or filing. You agree to obtain authoritative rates directly from your bank, payment processor, accounting system, or other professional source for any purpose where rate accuracy matters.

12A.5 No Liability for FX-Related Loss

To the maximum extent permitted by applicable law, Project Automation will have no liability of any kind for any loss, damage, miscalculation, mispricing, mis-costing, incorrect margin, incorrect inventory valuation, incorrect tax, duty, or customs figure, financial-statement error, regulatory or audit finding, vendor or customer dispute, refund, chargeback, hedging loss, opportunity cost, or any other harm of any nature arising out of or related to: (a) any FX rate displayed, cached, snapshotted, or applied by the Service; (b) any error, delay, gap, deviation, or unavailability in any third-party FX data feed; (c) any conversion the Service performs, including USD-pivot cross conversions; (d) any locked or "frozen" snapshot rate that later differs from the market rate; (e) any change we make to providers, refresh cadence, supported currencies, rounding, or conversion logic; or (f) any reliance you or any Authorized User places on any figure in the Service that was produced using an FX rate. The risk allocation in Section 12 (Third-Party Integrations and Connected Systems) and the disclaimers in Sections 18 and 19 apply in full to FX features.

13. Intellectual Property

The Service, including all software, models, prompts, designs, user interfaces, documentation, content (other than Customer Data), and all related intellectual property, is owned by Project Automation or its licensors and is protected by U.S. and international laws. "Vendee Pro," the Vendee Pro logo, and other Project Automation marks are trademarks of Project Automation. You may not use any of our marks without our prior written consent.

14. Feedback

If you provide us suggestions, ideas, enhancement requests, recommendations, or other feedback ("Feedback"), you grant us a perpetual, irrevocable, worldwide, sub-licensable, royalty-free license to use, reproduce, modify, and exploit the Feedback for any purpose, including incorporating it into the Service. You waive any claim that the Service infringes any right you have in the Feedback.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood as confidential given its nature and the circumstances. Customer Data is your Confidential Information. The Service, our pricing, our roadmap, and any non-public technical information about the Service are our Confidential Information. The receiving party will use Confidential Information only as needed to perform under these Terms, will protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to its employees, contractors, sub-processors, advisors, and affiliates on a need-to-know basis under similar confidentiality obligations.

16. Suspension and Termination

You may cancel your Subscription at any time through your account settings or by contacting us. Cancellation stops auto-renewal at the end of the current billing period. Cancellation does not entitle you to a refund for any unused portion of the current period.

We may suspend or terminate your access to the Service, in whole or in part, at any time and without liability, if: (a) you breach these Terms; (b) your payment fails or is past due; (c) we suspect fraud, abuse, or unlawful conduct; (d) we are required to do so by law or by a Third-Party Service we depend on; or (e) we discontinue the Service or any portion of it. We will use reasonable efforts to notify you, except in cases where notice would be impractical, would prejudice an investigation, or would risk harm to us, our users, or third parties.

On termination, your license to use the Service ends immediately. For paid Accounts in good standing, we will, on written request received within thirty (30) days after termination, make a copy of your Customer Data available for export in a format we reasonably determine. After that thirty (30) day period, we may permanently delete Customer Data from active systems and we have no obligation to retain it. Backup copies may persist for an additional reasonable period before being purged in the ordinary course.

Sections that by their nature should survive termination will survive, including Sections 5, 7, 10, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 27, and 28.

17. Indemnification

You will defend, indemnify, and hold harmless Project Automation, its affiliates, and each of their respective officers, directors, employees, contractors, agents, licensors, and suppliers (the "Indemnitees") from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or any Authorized User’s use of the Service; (b) your Customer Data, including any allegation that it infringes any third-party right or violates any law; (c) your reliance on or use of any AI Output, including any action you confirmed; (d) your breach of these Terms or any representation or warranty you made under these Terms; (e) the conduct of an Enterprise Admin, Member Account, Consultant, or Sub-User accessing the Service through your Account or under your authorization; and (f) your violation of any law or any right of any third party.

18. Disclaimers

The Service, including all AI Output, is provided "AS IS" and "AS AVAILABLE" without warranty of any kind. To the maximum extent permitted by applicable law, Project Automation disclaims all warranties, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

Without limiting the generality of the foregoing, we do not warrant that: (a) the Service will be uninterrupted, secure, or error-free; (b) defects will be corrected; (c) the Service is free of viruses or other harmful components; (d) the results obtained from the Service will meet your requirements; (e) AI Output will be accurate, complete, current, fit for any particular purpose, or non-infringing; (f) any data exported, imported, or synchronized to or from a Third-Party Service will be complete, accurate, or accepted by that Third-Party Service; or (g) the Service or AI Output will produce any particular financial, operational, or business outcome.

You are solely responsible for evaluating whether the Service is appropriate for your business and for verifying any output before relying on it. Without limiting the generality of this Section 18, the disclaimers and risk allocation in Section 12 (Third-Party Integrations and Connected Systems) apply to every interaction between the Service and any Connected System.

19. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Project Automation, its affiliates, or any of their respective officers, directors, employees, contractors, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, data, or use, arising out of or related to these Terms or the Service, regardless of the legal theory and even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or related to these Terms or the Service, regardless of the form of action, will not exceed the greater of (a) the total amount you paid us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100.00). For Free Tier or trial users, the cap stated in Section 6 applies and supersedes the foregoing.

The exclusions and limitations in this Section 19 do not apply to, and do not limit: (a) your indemnification obligations under Section 12.5 or Section 17; (b) your obligation to pay fees that have accrued for the Service; (c) your breach of Section 11 (Acceptable Use), Section 13 (Intellectual Property), or Section 15 (Confidentiality); or (d) any liability that cannot be excluded or limited under applicable law (including for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence).

The limitations in this Section apply to the fullest extent permitted by law and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations or exclusions, in which case those limitations or exclusions apply only to the extent permitted, and the remainder of this Section continues to apply.

20. Beta and Early Access Features

From time to time, we may make features available on a beta, alpha, preview, or early access basis ("Beta Features"). Beta Features are provided for evaluation and may be modified or removed at any time. Beta Features are provided "AS IS" and without warranty of any kind. We may collect additional usage data from your interactions with Beta Features for the purpose of improving the Service. You agree that any feedback you provide regarding Beta Features is governed by Section 14.

21. Disputes, Arbitration, and Class Waiver

21.1 Informal Resolution

Before filing a claim, you agree to try to resolve any dispute informally by sending us written notice describing the dispute and the relief sought to the address in Section 29. If we cannot resolve the dispute within sixty (60) days, either party may proceed under this Section 21.

21.2 Binding Arbitration

Except as set forth in Section 21.4, you and Project Automation agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved exclusively by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect. The arbitration will be held in Atlanta, Georgia, or, at your election if you are a consumer, by video conference. The arbitrator’s decision will be final and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

21.3 Class Action Waiver

You and Project Automation agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If a court decides that this class action waiver is unenforceable, then the entire arbitration provision is null and void as to that claim.

21.4 Exceptions

Either party may bring an individual action in small claims court for disputes within that court’s jurisdiction. Either party may also seek injunctive or other equitable relief in court to protect intellectual property rights or to prevent unauthorized access to or use of the Service, without first engaging in arbitration or the informal resolution process.

21.5 Opt-Out

You may opt out of the arbitration provision and class action waiver in this Section 21 by sending written notice through our contact form within thirty (30) days of first accepting these Terms. The notice must include your full name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

21.6 Public Injunctive Relief

Notwithstanding Section 21.3, you retain the right to seek public injunctive relief in court to the extent that right cannot be waived under applicable law (including, without limitation, under California Civil Code § 1670.5 and the rule articulated in McGill v. Citibank, N.A.). If a court of competent jurisdiction determines that you may pursue public injunctive relief notwithstanding Section 21.3, that claim alone will be severed and stayed pending the conclusion of arbitration of all claims that are arbitrable under this Section 21, and the remainder of this Section 21 will continue to apply to all other claims.

22. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Georgia, United States, without regard to its conflict of laws principles. Subject to Section 21, the state and federal courts located in Fulton County, Georgia have exclusive jurisdiction over any dispute not subject to arbitration. You waive any objection to the venue or forum non conveniens of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Limitations Period

Any cause of action arising out of or related to the Service or these Terms must be commenced within one (1) year after the cause of action accrues, or be permanently barred. If applicable law in your jurisdiction does not permit the parties to agree to a period shorter than the otherwise-applicable statute of limitations, the statutory period applies in lieu of the one-year period stated above.

24. Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, sanctions, embargoes, epidemics or pandemics, internet or utility outages, cyberattacks, or failures of Third-Party Services or AI Providers.

25. Export Controls and Sanctions

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to a comprehensive U.S. embargo, and that you are not on any U.S. government denied-party list. You will not access or use the Service in violation of any U.S. export control or sanctions law.

26. Modifications to These Terms

We may modify these Terms from time to time. If a change is material, we will provide notice by email, by an in-app notification, or by posting an updated version of these Terms on this page at least seven (7) days before the change takes effect, except that we may make changes earlier where required by law, by a Third-Party Service we depend on, or to address a security issue. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

27. Assignment, Notices, and Survival

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in our discretion, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this Section is void.

We may give notice to you by email, by posting in the Service, or by any other reasonable means. You must give notice to us through our contact form. Each party’s notices will be deemed given when sent, except that mailed notices are deemed given on receipt.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force.

28. Entire Agreement

These Terms, together with our Privacy Policy and any order forms, statements of work, or written addenda we sign with you, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

29. Contact

Project Automation LLC
Atlanta, Georgia, United States
Contact: vendeepro.app/contact
Web: https://vendeepro.app/