Terms of Service

1. Agreement to These Terms

These Terms of Service (the “Terms”) form a binding agreement between VNDR Network (“VNDR Network,” “we,” or “us”) and the organization on whose behalf you access the platform (“you” or “your organization”). By accepting an invitation, creating an account, or using the platform, you agree to these Terms on behalf of your organization and confirm that you are authorized to do so.

If a signed master services agreement exists between your organization and VNDR Network, that agreement controls wherever it conflicts with these Terms.

2. Definitions

• Platform - the VNDR Network web application and related services.
• Carrier - an insurance carrier or its authorized representative that submits jobs to the platform.
• Vendor - a restoration or field services organization that receives, accepts, and performs jobs.
• Job - a work assignment created on the platform, together with its address, description, photos, status history, and related records.
• Customer Data - information about a policyholder or property occupant that a Carrier submits with a Job, including name, contact details, loss details, and property address.
• Member - an individual user who belongs to an organization on the platform, with a role of owner, admin, or member.

3. VNDR Network Is a Platform, Not a Party to Your Work

VNDR Network provides software that routes jobs between Carriers and Vendors and tracks their progress. VNDR Network does not perform restoration, mitigation, repair, or any other field work; does not adjust, investigate, or settle insurance claims; does not act as an insurance producer, adjuster, or public adjuster; and does not provide legal, insurance, or engineering advice.

Any agreement to perform work is between the Carrier and the Vendor directly. VNDR Network is not a party to it, is not an agent, employer, partner, or joint venturer of either, and does not guarantee the performance, licensing, insurance, workmanship, timeliness, or payment of any participant.

4. Eligibility, Invitations, and Accounts

The platform is a business-to-business service. It is not offered to consumers, and it is not directed to anyone under 18. Accounts are created only through an invitation issued by an organization administrator or by VNDR Network. Invitations expire, are tied to a specific email address, and may not be transferred.

• Provide accurate account information and keep it current.
• Keep credentials confidential and do not share a login between people.
• Notify us promptly at support@vndrnetwork.com if you suspect unauthorized access.
• Remove members through your organization administrator when they leave or change roles.

Your organization is responsible for everything done through its members’ accounts.

5. Organizations, Roles, and Administration

Each account belongs to one or more organizations. Organization roles - owner, admin, and member - determine what a user may do with jobs, issues, and membership. Organization administrators can invite and remove members and change roles, and by doing so may grant or revoke access to your organization’s data.

VNDR Network platform administrators may create, modify, suspend, or delete organizations and accounts, reassign jobs, and access records across organizations in order to operate and support the platform.

6. Job Submission, Routing, and Offers

A Carrier submits a Job describing the loss, the property, and the work required. The platform offers the Job to Vendors whose registered job types and coverage areas match it. A Vendor with a pending offer may accept it or decline it with a written reason.

• A pending offer expires if it is not answered within the window shown on the offer.
• A decline is final for that Vendor: the Job will not be offered to it again.
• A declined or expired Job is offered to the next matching Vendor, or held for manual assignment when no match remains.
• Decline reasons are recorded and are visible to the submitting Carrier and to platform administrators.

VNDR Network does not guarantee that any Job will be offered to a particular Vendor, that any Vendor will accept a Job, or that any minimum volume of work will be routed to any organization. Routing logic, matching criteria, and offer windows may change.

7. Vendor Obligations

By accepting Jobs, a Vendor represents that it:

• Holds and maintains every license, registration, and permit required for the work it performs and the jurisdictions it serves.
• Maintains general liability and workers' compensation coverage as required by law and by its agreement with the Carrier.
• Performs work in a professional manner and in compliance with applicable building, safety, and environmental requirements.
• Is solely responsible for its personnel and subcontractors, including their screening, supervision, and conduct on site.
• Updates job status, photos, and issues on the platform promptly and accurately.

8. Carrier Obligations and Customer Data

A Carrier that submits a Job represents that it has the authority and any consent or notice required by law to share the Customer Data it submits, and that the data is accurate and limited to what the Vendor needs to perform the work.

Do not submit information that is not needed for the assignment. In particular, do not upload payment card numbers, government identification numbers, financial account credentials, or medical records.

9. Confidentiality and Permitted Use of Job Information

Job records, Customer Data, and Carrier and Vendor business information disclosed through the platform are confidential. You may use them only to evaluate, perform, and administer the Job to which they relate.

• Do not use customer contact information for marketing, solicitation, or any purpose unrelated to the Job.
• Do not disclose another participant's pricing, decline reasons, scorecards, or job volume to a third party.
• Do not attempt to identify, contact, or divert work from another Vendor on the platform.
• Return or delete confidential information when your access ends, unless retention is required by law or by your agreement with the Carrier.

10. Acceptable Use

You will not, and will not permit anyone to:

• Access accounts, organizations, or records you are not authorized to access, or attempt to defeat any access control.
• Scrape, crawl, bulk-export, or systematically extract platform data.
• Reverse engineer, decompile, or attempt to derive the source code of the platform.
• Upload malware, or content that is unlawful, infringing, defamatory, or obtained without the right to share it.
• Interfere with the operation, security, or integrity of the platform, or test it for vulnerabilities without written permission.
• Misrepresent an affiliation, a license, or an insurance status.
• Use the platform to violate any applicable law, including insurance, consumer protection, and privacy law.

11. Your Content and Uploaded Photos

You retain ownership of the content your organization uploads, including job photos, descriptions, and notes. You grant VNDR Network a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display that content for the purpose of operating, securing, supporting, and improving the platform, and to share it with the other participants on the Job as the platform is designed to do.

You represent that you have the rights and permissions necessary to upload the content, including permission to photograph the property shown. We may remove content that violates these Terms or that we are required to remove by law.

12. Scorecards and Performance Metrics

The platform records performance metrics for Vendors, including timeline, quality, communication, and closeout ratings. These reflect VNDR Network’s and participating Carriers’ internal assessments, are provided without warranty of accuracy, may influence how Jobs are routed or assigned, and are not a certification, endorsement, or guarantee of any Vendor to any third party.

13. Availability, Changes, and Third-Party Services

We may modify, suspend, or discontinue any part of the platform, and we may perform maintenance that interrupts availability. We do not promise any specific uptime unless a separate written agreement says otherwise.

The platform relies on third-party services, including cloud hosting and storage, mapping, and email delivery. Those services are governed by their own terms, and their failures are outside our control.

14. Intellectual Property

The platform, its software, design, and trademarks are owned by VNDR Network and its licensors. Nothing in these Terms transfers any right in them other than the limited, revocable, non-transferable right to use the platform while your access is active. If you send us feedback or suggestions, we may use them without restriction or obligation.

15. Suspension and Termination

We may suspend or terminate access - for a user, an organization, or the whole platform relationship - if these Terms are breached, if access presents a security or legal risk, or if the business relationship ends. Your organization may stop using the platform at any time by asking us to close its account.

Termination does not erase job history. Records of Jobs, offers, declines, and issues are retained as business records in the manner described in the Privacy Policy.

16. Disclaimers

The platform is provided “as is” and “as available,” without warranty of any kind. To the fullest extent permitted by law, VNDR Network disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. VNDR Network does not warrant that the platform will be uninterrupted or error free, that routing will identify the best available vendor, or that any participant will perform its obligations.

17. Limitation of Liability

To the fullest extent permitted by law, VNDR Network will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, or loss of data, however caused and on any theory of liability.

VNDR Network’s total liability arising out of or relating to the platform will not exceed the greater of the amounts paid by your organization to VNDR Network in the twelve months before the event giving rise to the claim, or one thousand dollars ($1,000).

These limits do not apply to liability that cannot be limited by law.

18. Indemnification

Your organization will defend, indemnify, and hold harmless VNDR Networkand its officers, employees, and agents from any claim, loss, or expense (including reasonable attorneys’ fees) arising out of the work you perform or commission, the content and Customer Data you submit, your breach of these Terms, or your violation of law or of a third party’s rights.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Orange County, Florida, and each party consents to personal jurisdiction there.

Before filing, the parties will attempt to resolve the dispute informally for thirty days after written notice to support@vndrnetwork.com. Each party waives any right to a jury trial and to participate in a class or representative action.

20. Changes to These Terms

We may update these Terms. When we do, we will revise the “last updated” date above and, for material changes, give notice through the platform or by email to organization administrators. Continued use after a change takes effect means the change is accepted.

21. General

If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. These Terms, together with the Privacy Policy and any signed agreement between us, are the entire agreement about the platform.