Terms of Use
Last Updated: May 13, 2026
1. Acceptance of Terms
These Terms of Use (the “Terms”) govern access to and use of VendiSuite, including our websites, web applications, cloud platform, portals, modules, APIs, documentation, and related services (collectively, the “Services”).
The Services are made available by the Solvira group of companies, including Solvira Technology Solutions Inc., a Delaware corporation, Solvira Information Technology Services Inc., a Canada corporation, Solvira Business Solutions, a Canada corporation, and their affiliates, as applicable (collectively, the “Solvira Group”).
Your contractual counterparty for the Services is the Solvira Group entity identified in the applicable order form, subscription agreement, invoice, account registration, or other ordering document. If no entity is identified, your contractual counterparty is Solvira Business Solutions in Canada, Solvira Technology Solutions Inc. in the USA, and Solvira Information Technology Services Inc. in other countries. In these Terms, “VendiSuite,” “Company,” “we,” “us,” and “our” refer to that contracting entity and, where the context requires, its affiliates involved in providing, operating, hosting, supporting, securing, billing for, or improving the Services.
By creating an account, signing an order form, clicking to accept these Terms, accessing the Services, or using the Services on behalf of an organization, you agree to these Terms. If you use the Services for a company, distributor, manufacturer, supplier, retailer, customer, or other entity, you represent that you are authorized to bind that entity. In these Terms, “Customer” means the entity using or subscribing to the Services, and “you” includes Customer and its authorized users.
The Services are intended for business and professional use only, not for personal, household, or consumer use. If mandatory law gives you non-waivable rights, those rights are not limited by these Terms.
2. VendiSuite Services
VendiSuite is a cloud-based distributor management platform. The Services may include but may not be limited to tools for order management, inventory visibility, pricing, customer relationship management, analytics, asset tracking and management, returnable transport item or similar asset tracking (“RTI”), promotions, route management, merchandising, document attachment, reporting, integrations, and other current or future business workflow features.
Features may vary by subscription plan, configuration, geography, customer role, integration, device, user permissions, and third-party service availability. We may add, change, suspend, or discontinue features from time to time, provided that we will not materially reduce core paid functionality during a current subscription term except where required for security, legal, technical, or operational reasons.
3. Accounts and Authorized Users
Customer is responsible for all activity under its accounts, including activity by employees, contractors, distributors, manufacturers, suppliers, retailers, customers, sales representatives, administrators, and other users invited or permitted by Customer (“Authorized Users”). Customer must ensure that Authorized Users comply with these Terms.
You must provide accurate account information, maintain credential confidentiality, use reasonable security practices, and promptly notify us of suspected unauthorized access or misuse. We may require password resets, multi-factor authentication, user verification, or other security measures.
4. Orders, Business Records, and Platform Workflows
VendiSuite helps manage business workflows and records. Unless we expressly agree otherwise in writing, we are not the seller, distributor, buyer, carrier, logistics provider, payment-card processor, tax advisor, customs broker, or legal representative for products, services, or transactions managed through the Services.
Customer and its business partners are responsible for product descriptions, pricing, inventory, order approvals, taxes, refunds, credits, fulfillment, delivery, warranties, returns, regulatory compliance, and the commercial terms of their own business relationships.
5. Customer Data and Uploaded Documents
Customer retains ownership of data, files, documents, images, records, messages, and other materials submitted to the Services by or for Customer (“Customer Data”). Customer grants us the right to host, process, transmit, display, store, back up, and use Customer Data as needed to provide, secure, support, improve, and administer the Services and as otherwise permitted by these Terms or applicable law.
Customer is responsible for ensuring that Customer Data is accurate, lawful, and authorized. Users may be able to upload documents and link them to orders, invoices, accounts, assets, RTI records, or other platform records. Do not upload sensitive or specially regulated data unless the applicable subscription, written agreement, and privacy documentation expressly permit it.
6. Privacy and Data Protection
Our handling of personal information is described in our Privacy Policy at https://vendisuite.com/privacy . Where we process personal information on behalf of a business customer, the parties may also need a Data Processing Addendum or similar written agreement.
Customer is responsible for providing required notices, obtaining required consents, honoring applicable individual rights, and ensuring that Customer Data may lawfully be submitted to and processed through the Services. The parties will comply with privacy and data protection laws that apply to their respective roles.
7. Payments and Third-Party Payment Processing
Fees for the Services, if any, are described in the applicable order form, subscription page, invoice, or other written agreement. Unless stated otherwise, fees are non-refundable, exclusive of taxes, and payable by Customer according to the applicable payment terms.
If payment functionality is enabled, payments may be processed by Stripe or another third-party payment processor. Payment processing is subject to that provider’s terms, policies, and security practices. We are not responsible for third-party payment processing failures, declines, holds, reserves, chargebacks, or processor actions, except to the extent caused by our own breach of these Terms.
8. Third-Party Services and Integrations
The Services may interoperate with third-party services such as ERP, CRM, accounting, payment, logistics, analytics, data, marketplace, messaging, or identity systems. Customer controls whether to enable integrations and is responsible for reviewing applicable permissions, settings, and third-party terms.
We are not responsible for third-party services, data, outages, security practices, changes, or acts or omissions. If a third-party service changes or becomes unavailable, related VendiSuite functionality may be affected.
9. Acceptable Use
You may use the Services only for lawful business purposes and in accordance with these Terms, documentation, and applicable order forms.
- Do not copy, modify, reverse engineer, decompile, or attempt to extract source code, except to the extent prohibited by applicable law.
- Do not access the Services by unauthorized means, scrape the Services, bypass security controls, overload the Services, or test security without written authorization.
- Do not upload malware, harmful code, infringing content, unlawful data, deceptive materials, or content you are not authorized to provide.
- Do not use the Services to violate trade, sanctions, anti-corruption, anti-spam, privacy, tax, product safety, competition, or consumer-protection laws.
- Do not use the Services to develop or assist a competing product or service, except to the extent such restriction is unenforceable under applicable law.
- Do not resell, sublicense, lease, or commercially exploit the Services unless expressly permitted in writing.
10. Intellectual Property and Feedback
We and our licensors own the Services, software, platform, APIs, workflows, user interfaces, documentation, trademarks, and related intellectual property. Customer receives only the limited right to access and use the Services during the applicable subscription or access period.
If you provide suggestions, ideas, requests, or feedback, we may use them without restriction or compensation. Customer may not use our names, logos, or marks without written permission, except as allowed by law or an applicable agreement.
11. Confidentiality
If the parties exchange non-public business, technical, security, pricing, or platform information, each party will use reasonable care to protect the other party’s confidential information and will use it only for purposes related to the Services. Confidentiality obligations do not apply to information that is public, independently developed, lawfully received without restriction, or required to be disclosed by law.
12. Security, Availability, and Support
We will use commercially reasonable administrative, technical, and organizational measures designed to protect the Services and Customer Data. No cloud service, internet transmission, or electronic storage system can be guaranteed to be perfectly secure or uninterrupted.
Support and service levels, if any, are described in the applicable order form, support policy, or service-level agreement. We may perform scheduled or emergency maintenance and may suspend access where reasonably necessary to protect the Services, Customer Data, other customers, or our systems.
13. Suspension and Termination
We may suspend or terminate access to the Services if Customer fails to pay undisputed fees, violates these Terms, creates a security or legal risk, uses the Services unlawfully, or if suspension is required by law or by a third-party provider. Where practicable, we will provide notice and an opportunity to cure before suspension.
Upon termination, your right to use the Services ends. Customer may request export of Customer Data during the period stated in the applicable order form or our then-current data retention policy. After that period, we may delete Customer Data according to our standard retention and deletion practices, subject to legal, security, backup, and dispute-resolution needs.
14. Disclaimers
To the maximum extent permitted by law, the Services are provided “as is” and “as available,” except for any express warranty stated in a signed agreement. We disclaim implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, accuracy, and error-free performance.
Reports, analytics, alerts, recommendations, forecasts, inventory information, route information, pricing information, and other outputs are for business convenience only. Customer remains responsible for reviewing outputs and making its own business, legal, tax, compliance, operational, pricing, route, fulfillment, and customer-service decisions.
15. Indemnification
Customer will defend and indemnify Company, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from claims, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising from Customer Data, Customer’s business operations, products, services, customer or distributor relationships, use of the Services in violation of these Terms, violation of law, or infringement of third-party rights.
16. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost business, loss of goodwill, business interruption, or loss or corruption of data, whether based on contract, tort, negligence, strict liability, or any other theory, even if the party has been advised of the possibility of such damages.
16.1. Company Liability Cap. Except for Excluded Claims, the total aggregate liability of Company and its affiliates, officers, directors, employees, agents, licensors, suppliers, and service providers arising out of or relating to the Services or these Terms will not exceed the fees paid or payable by Customer to Company for the affected Services for the 90 daysimmediately preceding the event giving rise to liability.
16.2. Customer Liability Cap. Except for Excluded Claims, Customer’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed the fees paid or payable by Customer to Company for the Services during the 180 days immediately preceding the event giving rise to liability.
16.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s payment obligations; (b) Customer’s breach of the restrictions on use of the Services; (c) Customer’s misuse of the Services or violation of applicable law; (d) Customer’s infringement, misappropriation, or misuse of Company’s intellectual property or proprietary rights; (e) Customer’s indemnification obligations; (f) either party’s breach of confidentiality obligations; (g) either party’s gross negligence, willful misconduct, or fraud; and (h) any liability that cannot be limited under applicable law.
The limitations in this section apply to the maximum extent permitted by applicable law and will apply even if any limited remedy fails of its essential purpose.
17. Regional and Mandatory Law Terms
The Services may be used in multiple countries. These Terms are intended to apply globally, but some jurisdictions may require additional terms or mandatory rights. If applicable law requires a provision different from these Terms, the mandatory local requirement applies only to the minimum extent required.
For Canada, the European Economic Area, the United Kingdom, Switzerland, the United States, and other regions with privacy, anti-spam, trade, or consumer-protection laws, Customer and Company will comply with the laws that apply to their respective roles. If a separate data processing or regional addendum is required, that addendum will control for the relevant subject matter.
18. Governing Law and Disputes
These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services, are governed by the laws of the jurisdiction in which the Company is incorporated or organized, without regard to conflict-of-law rules.
Before filing a claim, the parties will attempt in good faith to resolve disputes through business-level discussions for at least 30 days, unless urgent injunctive or equitable relief is needed.
19. Changes to These Terms
We may update these Terms from time to time. If changes are material, we will provide reasonable notice, such as by email, in-product notice, or website posting. Updated Terms will not apply retroactively unless required by law or expressly stated. Continued use of the Services after updated Terms take effect constitutes acceptance.
20. General Terms
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. Customer may not assign these Terms without our prior written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets, provided the assignee is not a competitor and assumes the obligations. We may assign these Terms to an affiliate or successor. If any provision is unenforceable, the remaining provisions remain effective. These Terms, together with applicable order forms and incorporated policies, are the entire agreement for the Services.
21. Contact
Solvira Technology Solutions Inc.
PO Box 298
Winter Park FL 32790-0298
United States