Terms of Service

Vendly is operated by ADEJORO HOLDINGS LLC, a Delaware limited liability company ("Vendly", "we", "us"). These Terms of Service ("Terms") govern your use of the Vendly website and mobile apps (the "Platform"). By creating an account or using the Platform you agree to these Terms and to our Privacy Policy. If you don't agree, don't use the Platform.

Payments, fees, held funds, refunds and disputes for bookings made through Vendly are governed by these Terms. If anything in a contract between a customer and a vendor conflicts with these Terms on those subjects, these Terms control.

Vendly is a marketplace. We let customers and event planners find, book and pay independent vendors for event services, and we provide tools for messaging, contracts and payments.

Vendly does not provide the event services. Vendors are independent businesses, not employees, agents or partners of Vendly. Each booking creates a contract between the customer (or event planner) and the vendor. Vendly is not a party to that contract and is not responsible for a vendor's or customer's performance, except for our role in handling payments and disputes as described in these Terms. We don't guarantee the quality, safety or legality of any service, listing or user, though we may verify vendors and remove those who break these Terms.

• You must be at least 18 years old and able to form a binding contract.
• Give accurate information and keep it up to date. Vendors must accurately describe their business, services, prices and availability.
• Keep your login details secure. You are responsible for activity on your account. Tell us promptly if you think it has been compromised.
• One person or business per account. Don't create accounts for others without their permission.

• Requesting.When you request a booking, you review the vendor's contract, filled in with your booking details, and sign it electronically. Your request is an offer to book on those terms.
• Accepting.The booking is confirmed only when the vendor accepts and signs the contract. If the vendor declines, or doesn't accept, the contract is void and you are not charged.
• The contract.The vendor's contract (the Vendly default contract or the vendor's own uploaded contract with Vendly's booking addendum) sets out the services, event details, price and the vendor's cancellation policy. Vendors are responsible for the terms they add or upload.
• Changes. Changes to the date, time, venue, services, price, quantities or cancellation terms require an amended contract signed by both parties. Until both sign, the existing contract stays in force.
• Electronic signatures. You agree to sign and receive contracts electronically. Electronic signatures on Vendly have the same effect as handwritten signatures. We keep a record of each signature (including name, time, IP address and device) and a copy of each signed contract.

• When you pay. Customers pay through Vendly after the vendor accepts and signs the booking. You must not pay, or ask to be paid, outside Vendly for a booking made through Vendly.
• What you pay.Customers pay the vendor's price plus a Vendly service fee, which is currently 5% of the vendor's price. The fee and total are shown in the contract before you sign.
• Vendor fees.Vendors currently pay no fees to Vendly. We may introduce paid vendor plans or fees in the future; we will give vendors at least 30 days' notice, and changes won't apply to bookings already accepted.
• Payment processing.Payments are processed by Stripe. Vendors who receive payouts must create a Stripe account and agree to Stripe's terms. Vendly does not store full card numbers.
• Vendly as payment collector.Vendors appoint Vendly as their limited agent to collect payments from customers. A customer's payment to Vendly satisfies their obligation to pay the vendor for that amount.
• Held funds and payouts.We hold the customer's payment until the vendor marks the booking complete. The vendor's price is then added to the vendor's payout balance, which the vendor can withdraw to their Stripe account. The service fee is kept by Vendly. We may delay or withhold a payout while a dispute, chargeback or suspected fraud is being reviewed.
• Taxes. Vendors are responsible for the taxes on their services and income. Prices are shown as the vendor sets them.

• Customer cancels.Refunds of the vendor's price follow the cancellation policy in the signed contract (Flexible, Moderate or Strict). The Vendly service fee is not refunded when a customer cancels, unless the vendor's policy gives a full refund.
• Vendor cancels or doesn't show up. The customer receives a full refund, including the service fee. Vendors who cancel confirmed bookings may have their account restricted.
• Events outside anyone's control.If an event can't go ahead because of severe weather, natural disasters, public health orders or government action, the parties should first try to reschedule. If that isn't possible, we will decide on any refund fairly, taking account of work the vendor has already done.
• Refunds are returned to the original payment method. Processing times depend on your bank.

If something goes wrong with a booking, contact the other party first. If you can't resolve it, contact Vendly within 7 days after the event date. We will review the signed contract, messages, proof-of-service photos, deliverables and payment records, and may ask both parties for information.

We will decide how funds Vendly is holding for the booking are released or refunded. Our decision about held funds is final for those funds, but it does not limit any legal rights either party has against the other. Customers agree to use this process before filing a chargeback with their card issuer.

• Hold any licences, permits and insurance your services require, and follow all applicable laws.
• Provide the services described in your listing and contract, on time and with reasonable skill and care.
• Keep your availability, prices and listings accurate, and respond to booking requests promptly.
• Upload proof-of-service photos and deliver digital work through Vendly when your booking calls for it.
• If you upload your own contract, you confirm you have the right to use it and that it doesn't conflict with these Terms. We may disable a contract that is unlawful, abusive or conflicts with these Terms; your bookings will then use the Vendly default contract.

• Take payments, or arrange bookings, outside Vendly for customers you met on Vendly.
• Post false, misleading or infringing content, or fake reviews.
• Harass, threaten or discriminate against anyone.
• Use the Platform for anything illegal, fraudulent or unsafe.
• Interfere with the Platform's security or operation, or scrape or copy it without permission.
• Share another user's personal information except as needed for a booking.

You keep ownership of what you post (such as listings, photos, messages and reviews). You give Vendly a worldwide, non-exclusive, royalty-free licence to host, display, reproduce and adapt it to run and promote the Platform. You confirm you have the rights to everything you post.

Customers can review a vendor after a completed booking. Reviews must be honest and based on a real booking. We may remove content that breaks these Terms.

The Platform, including its software, design, logos and the Vendly default contract templates, belongs to Vendly or its licensors. You may use the Platform only as these Terms allow. Default contract templates may be used only for bookings made through Vendly.

You can delete your account at any time in your settings. We may suspend or close accounts that break these Terms, put other users at risk, or that we are required to close by law. Bookings already confirmed, signed contracts and payment obligations survive suspension or deletion. Signed contracts are kept for 7 years for legal records, as described in our Privacy Policy.

The Platform is provided "as is" and "as available". To the extent the law allows, Vendly disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We don't promise the Platform will be uninterrupted or error-free.

To the extent the law allows, Vendly is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, data or goodwill, or for the acts or omissions of vendors, customers or event planners. Vendly's total liability for any claim relating to the Platform is limited to the greater of (a) the fees you paid to Vendly in the 12 months before the claim and (b) US$100. Nothing in these Terms limits liability that can't be limited by law.

You will defend and compensate Vendly, ADEJORO HOLDINGS LLC and their officers, employees and agents against claims, losses and costs (including reasonable legal fees) arising from your breach of these Terms, your content, your services (if you are a vendor) or your violation of any law or third-party right.

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Any dispute with Vendly that isn't resolved informally will be heard in the state or federal courts located in Delaware, and you and Vendly consent to their jurisdiction. If you are a consumer, you may also have rights under the laws where you live that can't be waived.

We may update these Terms. For material changes we will give at least 30 days' notice by email or in the app. Changes don't apply to bookings already accepted. Continuing to use Vendly after changes take effect means you accept them.

If any part of these Terms is unenforceable, the rest stays in effect. Our failure to enforce a term isn't a waiver. You may not transfer your rights under these Terms without our consent; we may transfer ours in connection with a merger or sale. These Terms, our Privacy Policy and the contracts you sign on Vendly are the entire agreement between you and Vendly about the Platform.

Questions about these Terms? Contact us. Vendly is operated by ADEJORO HOLDINGS LLC.