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Vendalize

VENDALIZE LLC — TERMS OF SERVICE

Effective Date: August 10, 2026 Last Updated: August 10, 2026

PLEASE READ THESE TERMS CAREFULLY. These Terms of Service ("Terms") form a legally binding agreement between you and Vendalize LLC. By creating an account, listing a Space, submitting a Booking, or otherwise accessing or using the Vendalize platform, you agree to be bound by these Terms. Section 17 contains a binding arbitration clause and class action waiver that affect your legal rights. Please review it carefully.

1. INTRODUCTION AND ACCEPTANCE

1.1 The Platform

Vendalize LLC, a Utah limited liability company with its principal place of business in Utah ("Vendalize," "we," "us," or "our"), operates an online marketplace and related mobile and web applications (collectively, the "Platform") that connects owners and authorized controllers of commercial real estate ("Property Owners" or "POs") with operators of mobile commerce businesses such as food trucks, pop-ups, carts, trailers, and other mobile vendors ("Mobile Vendors" or "MVs") seeking short-term, location-based use of physical space.

1.2 Vendalize Is Not a Party to Bookings

Vendalize is a technology platform that facilitates connections, bookings, and payments between independent Property Owners and independent Mobile Vendors. Vendalize is not a real estate broker, landlord, tenant, employer, employee, agent, insurer, or party to any agreement or transaction between a Property Owner and a Mobile Vendor. Each Booking constitutes an independent agreement directly between the Property Owner and the Mobile Vendor.

1.3 Acceptance

By accessing or using the Platform, clicking "I Agree," creating an account, listing a Space, or completing a Booking, you (a) acknowledge that you have read and understood these Terms, (b) agree to be bound by them, and (c) represent that you have the legal capacity and authority to do so. If you do not agree, do not access or use the Platform.

1.4 Hierarchy of Agreements and Incorporated Terms

Your relationship with Vendalize and other Users is governed by a layered set of agreements, all of which are binding. In the event of a conflict, the following order of precedence applies, from highest to lowest:

  1. The License Agreement — A Private Space License Agreement is generated and electronically executed by the Property Owner and Mobile Vendor at the time each Booking is confirmed. The License Agreement governs the per-Booking relationship between the PO and MV, including use rights, on-site rules, insurance, indemnification, and the PO ↔ MV cancellation and dispute procedures specific to that Booking.
  2. These Terms of Service — Govern the platform-level relationship between Vendalize and each User, including account, fee, content, intellectual property, and platform-level dispute provisions.
  3. Incorporated Policies — The following policies are incorporated by reference and form part of these Terms: Privacy Policy, Cancellation Policy, Community Guidelines, Fee Schedule, DMCA Procedure, and any jurisdiction-specific addenda.

For the avoidance of doubt: the License Agreement controls disputes and rights between a Property Owner and a Mobile Vendor with respect to a specific Booking. These Terms control disputes and rights between Vendalize and any User. Where a single matter implicates both, each document governs its respective parties.

1.5 Vendalize as Third-Party Beneficiary

The License Agreement names Vendalize LLC as a third-party beneficiary of certain provisions, including indemnification, liability waiver, and release clauses. By using the Platform, you acknowledge and agree that Vendalize accepts such third-party beneficiary status and may directly enforce those provisions in its own name, notwithstanding that Vendalize is not a signatory to or party to the License Agreement.

1.6 Modular Vertical Addenda

Vendalize may from time to time publish additional terms ("Vertical Addenda") applicable to specific use cases or User categories, including but not limited to nonprofit and religious organizations, government and municipal listings, enterprise property managers, and event venues. A Vertical Addendum applies to a User or a Listing only when explicitly activated through the User's account configuration or the specific Listing. When activated, the Vertical Addendum is incorporated by reference into these Terms and the License Agreement with respect to the applicable account, Listing, or Booking, and is interpreted under the order of precedence in Section 1.4.

2. DEFINITIONS

For purposes of these Terms:

  • "Booking" means a confirmed reservation by a Mobile Vendor of a Property Owner's Space for a defined date, time, and use, processed through the Platform.
  • "Booking Fee" means the amount paid by a Mobile Vendor to a Property Owner for the use of a Space, exclusive of Service Fees and applicable taxes.
  • "Content" means any text, photographs, video, audio, listings, reviews, ratings, messages, or other materials submitted to or transmitted through the Platform.
  • "GBV" means gross booking value, defined as the total Booking Fees paid by Mobile Vendors before deduction of Service Fees, taxes, or refunds.
  • "Listing" means any posting on the Platform by a Property Owner offering a Space for use.
  • "License Agreement" means the Private Space License Agreement, generated dynamically by the Platform and electronically executed by the Property Owner and the Mobile Vendor at the time of Booking confirmation, which governs the use rights, obligations, insurance, indemnification, and PO ↔ MV cancellation and dispute procedures applicable to that specific Booking.
  • "Service Fees" means the fees retained by Vendalize from each Booking, comprising the Property Owner Service Fee and the Mobile Vendor Service Fee, as published in the Fee Schedule.
  • "Space" means the physical commercial premises, lot, parcel, parking area, or other outdoor or covered area offered by a Property Owner through a Listing.
  • "User" means any person or entity who accesses or uses the Platform, including Visitors, Property Owners, and Mobile Vendors.

3. ELIGIBILITY

3.1 Age and Capacity

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Platform. If you use the Platform on behalf of a business entity, you represent and warrant that you are authorized to bind that entity to these Terms.

3.2 Compliance

You must comply with all applicable federal, state, and local laws, including business licensing, zoning, health and safety, food service, mobile vending, fire code, signage, ADA accessibility, sales tax, and intellectual property laws.

3.3 Geographic Scope

The Platform is currently offered in selected service areas, including Ada County and Canyon County, Idaho. Vendalize may expand, restrict, or discontinue service in any geographic area at any time without notice.

3.4 Restricted Persons

You may not use the Platform if you are (a) on any U.S. or international sanctions or prohibited-party list, (b) prohibited from using the Platform under applicable law, or (c) previously suspended or removed from the Platform.

4. ACCOUNTS AND VERIFICATION

4.1 Registration

To list a Space or submit a Booking, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

4.2 Verification

Vendalize may, at its sole discretion, request and verify identity documents, business licenses, insurance certificates, property ownership records, vehicle registrations, or other information. Vendalize does not guarantee the identity, qualifications, or trustworthiness of any User and verification (if performed) is provided "as is" without warranty.

4.3 No Background Check Guarantee

Vendalize does not conduct comprehensive background checks on Users and makes no representation regarding the criminal, civil, or financial history of any User.

5. PROPERTY OWNER TERMS

5.1 Property Ownership and Authorization Attestation

By listing a property on Vendalize, you ("Property Owner" or "User") represent and warrant that you either:

  1. Own the listed property outright, or
  2. Have full legal authority—through ownership, management rights, an enforceable lease clause, or the property owner's written consent—to grant temporary use of the property — including any parking or common areas within the listed area — to third parties for the purposes described in your listing.

You further represent and warrant that offering the Space for the purposes described in your listing does not breach any lease, property management agreement, co-tenant exclusive-use provision, HOA covenant or CC&Rs, mortgage encumbrance, or other restriction affecting the property.

You acknowledge and agree that:

  • Vendalize is not responsible for verifying ownership or leasing rights.
  • You are solely liable for any misrepresentation or unauthorized use.
  • Vendalize reserves the right to suspend or remove listings if credible evidence is presented that you lack such authority.
  • You indemnify Vendalize against any claims, disputes, or legal actions arising from unauthorized listings.

5.2 Listing Accuracy

You represent that all information in your Listing — including photographs, dimensions, surface conditions, amenities, utility access, ingress/egress, restrictions, and pricing — is accurate, current, and not misleading. Material misrepresentations are grounds for immediate removal and account termination.

5.3 Permits, Zoning, and HOA/Lease Restrictions

You are solely responsible for confirming that the proposed use of your Space is permitted under applicable zoning ordinances, business licensing requirements, HOA covenants or CC&Rs, lease agreements, property management agreements, co-tenant exclusive-use provisions, mortgage encumbrances, and any other restriction. Vendalize does not perform zoning or land-use reviews.

5.4 Property Condition and Safety

You represent that your Space is in safe and lawful condition for the uses described in your Listing, free of known hazards, and reasonably suited for mobile vending activity. You agree to disclose any known defects or hazards.

5.5 Tax Reporting

You are solely responsible for the proper reporting and remittance of any income, sales, use, occupancy, or other taxes arising from your Bookings. Vendalize may issue tax forms (e.g., IRS Form 1099-K) where required by law.

5.6 Pricing Authority

You set the Booking Fee for your Listing. Vendalize may, however, display recommended pricing, dynamic pricing tools, or minimum platform thresholds.

5.7 No Discrimination

You may not discriminate against any Mobile Vendor on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital status, familial status, source of income, or any other characteristic protected by applicable law.

5.8 Property Owner Insurance

Property Owners are required to maintain, at their own cost and throughout any active Listing, general premises liability insurance covering their Space in commercially reasonable amounts customary for the type of property listed. The Property Owner is solely responsible for evaluating and obtaining coverage appropriate to the property, the proposed uses, and applicable law. Failure to maintain such coverage is a material breach of these Terms and may result in suspension or removal of the Listing.

5.9 Acknowledgment of License Agreement

By publishing a Listing, you acknowledge and agree that you will be a party to a Private Space License Agreement with the Mobile Vendor for each Booking confirmed against that Listing — executed through your clickwrap acceptance at Listing publication and the Mobile Vendor's clickwrap acceptance at Booking confirmation (Section 7.1) — and that you are bound by its terms.

5.10 Nonprofit Mode for Eligible Property Owners

Vendalize offers an optional operating configuration ("Nonprofit Mode") available to Property Owners that qualify and provide documentation as:

(a) tax-exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or (b) religious organizations recognized as tax-exempt under federal and applicable state law.

When Nonprofit Mode is activated for a Property Owner's account or Listing:

(i) Donation Framing. Where and to the extent supported by the Platform, the Property Owner's Listings, the License Agreement generated at Booking, payment receipts, and the third-party payment processor's transaction metadata will reflect that the consideration paid by the Mobile Vendor is characterized as a "donation in exchange for the privilege of temporary use" of the Premises, rather than as a license fee or rental payment. Vendalize does not represent that every Platform surface or payment record will carry the donation characterization.

(ii) License Nature Preserved. The grant remains a limited, revocable license under Section 7.8 of these Terms and Section 3 of the License Agreement, and creates no leasehold, tenancy, easement, lodger relationship, or other real property interest. Donation framing does not alter the legal nature of the grant.

(iii) Sole Tax Responsibility of the Property Owner. The Property Owner is solely responsible for the proper tax characterization, treatment, reporting, and remittance of all amounts received under Nonprofit Mode, including without limitation the determination of any Unrelated Business Income Tax (UBIT) liability under federal law, any impact on the Property Owner's tax-exempt status, and any impact on the property's tax-exempt status under state, county, or municipal law. The Property Owner is solely responsible for any donor-acknowledgment, recordkeeping, or reporting requirements applicable to its tax-exempt status.

(iv) No Tax Advice; No Representations. Vendalize is not a tax advisor, accountant, or fiduciary. Vendalize makes no representation, warranty, or assurance regarding the tax treatment of any payment processed under Nonprofit Mode, the deductibility of any payment by the Mobile Vendor, the preservation of the Property Owner's tax-exempt status, or compliance with any IRS, state, or local tax authority requirement. Property Owners are strongly advised to consult independent tax counsel before activating Nonprofit Mode.

(v) Hands-Off Role Unchanged. Activation of Nonprofit Mode does not change Vendalize's role as a hands-off technology infrastructure provider, does not create any agency, fiduciary, advisory, or tax-classification relationship between Vendalize and the Property Owner, and does not constitute Vendalize acting as a tax agent, donee designee, classifier, or accountant for the Property Owner.

(vi) Documentation and Verification. Vendalize may require documentation of nonprofit or religious tax-exempt status (including, where applicable, an IRS determination letter) before enabling Nonprofit Mode and may deactivate Nonprofit Mode at any time if such status changes, lapses, is revoked, is misrepresented, or cannot be verified.

(vii) Misuse. Use of Nonprofit Mode by an ineligible Property Owner, or use of Nonprofit Mode in a manner inconsistent with the Property Owner's tax-exempt purpose, constitutes a material breach of these Terms and may result in suspension, account termination, and indemnification obligations under Section 16.

6. MOBILE VENDOR TERMS

6.1 Licenses, Permits, and Insurance

Mobile Vendors must hold and maintain at all times all licenses, permits, registrations, certifications, and insurance required by federal, state, and local law for their operation, including without limitation:

  • Business license and mobile vending permits
  • Food handler permits and health department certifications (where applicable)
  • Sales tax permits
  • Vehicle registration and commercial driver's license (where applicable)
  • General liability insurance with minimum limits of $1,000,000 per occurrence / $2,000,000 aggregate
  • Commercial auto insurance (where applicable)
  • Workers' compensation insurance (where required by law)
  • Liquor liability insurance (where alcohol is served)

6.2 Additional Insured Endorsement

Where required by a Property Owner or by Vendalize platform policy, the Mobile Vendor shall name the Property Owner and/or Vendalize LLC as an Additional Insured on its general liability policy and provide a Certificate of Insurance prior to the beginning instant of the Booking Period.

6.3 Site Use

Mobile Vendors must:

  • Use the Space only for the activities described in the Booking
  • Comply with all Property Owner site rules disclosed in the Listing
  • Not remain on the Space beyond the ending instant of the Booking Period
  • Not damage the Space, fixtures, landscaping, or improvements
  • Complete removal of all equipment, signage, refuse, grease, and waste on or before the ending instant of the Booking Period
  • Maintain ADA-compliant access where applicable
  • Comply with all noise, signage, lighting, and operating-hour restrictions

6.4 Product Liability

Mobile Vendors are solely responsible for the safety, quality, labeling, and lawfulness of all goods and services they sell, prepare, or distribute. Vendalize disclaims any responsibility for foodborne illness, allergic reactions, defective merchandise, or any other product-related claim.

6.5 Operational Compliance

Mobile Vendors must comply with all health, safety, fire, environmental, and consumer protection laws applicable to their operations, including the Idaho Food Code (where applicable) and any local ordinance.

6.6 No Subletting

A Mobile Vendor may not sublet, assign, transfer, or share its Booking with any third party without the express written consent of the Property Owner and Vendalize.

6.7 Platform Enforcement Acknowledgment

The Parties acknowledge that Vendalize may enforce additional insurance verification requirements at the platform level, including but not limited to requiring explicit named Additional Insured endorsements for certain Listings. Such platform requirements shall not modify the Parties' underlying insurance obligations but may be required as a condition of Booking completion.

6.8 Acknowledgment of License Agreement

By submitting a Booking, you acknowledge and agree that you will be a party to a Private Space License Agreement with the Property Owner for that Booking, executed by clickwrap acceptance through the Platform, and that you are bound by its terms, including its insurance, indemnification, and on-site rule provisions.

7. BOOKINGS, FEES, AND PAYMENTS

7.1 Booking Process and License Agreement Generation

A Booking is created when a Mobile Vendor submits a request against a published Listing and payment authorization is captured. Vendalize operates on an instant-book model: the Property Owner consents to the License Agreement terms at the time the Listing is published (and upon any republication following a material change), and that consent extends to any qualifying Booking confirmed against the Listing. Upon Booking confirmation, the Platform generates the executed Private Space License Agreement, populated with the Booking-specific variables, applicable jurisdictional addenda, and the policies in effect at the time of confirmation, incorporating the Property Owner's prior clickwrap acceptance and the Mobile Vendor's clickwrap acceptance captured at confirmation. The resulting agreement is a binding contract directly between the Property Owner and the Mobile Vendor, effective as of the Booking confirmation date.

7.2 Service Fees

Vendalize charges Service Fees on each Booking, as set forth in the then-current Fee Schedule published on the Platform. Service Fees may be charged to the Property Owner, the Mobile Vendor, or both. Vendalize may modify the Fee Schedule prospectively upon notice.

7.3 Payment Processing

Payments are processed through Stripe, Inc. ("Stripe"), Vendalize's third-party payment processor. By using the Platform to send or receive payment, you agree to be bound by Stripe's then-current terms, including the Stripe Services Agreement and, for Property Owners, the applicable Stripe Connected Account Agreement. Vendalize is not a bank, money transmitter, or fiduciary, does not hold User funds, and does not act as a custodian of any payment. Funds processed through the Platform are held by Stripe pursuant to its agreements with Vendalize and with the recipient User, and are disbursed in accordance with the recipient's Stripe account configuration.

7.3.1 Property Owner Stripe Connect Account

As a condition of receiving payouts through the Platform, each Property Owner must (a) create and maintain in good standing a Stripe Connected Account, (b) complete Stripe's identity verification ("KYC"), beneficial ownership, and any tax-information collection processes, (c) accept and remain bound by the Stripe Connected Account Agreement, and (d) ensure that the business activities reflected in their Listings are not on Stripe's list of restricted or prohibited businesses. Vendalize may suspend or remove a Listing if the associated Stripe Connected Account is restricted, suspended, or terminated by Stripe for any reason. Stripe, not Vendalize, is the entity that determines KYC outcomes, payout eligibility, account holds, and reserve requirements. Vendalize may condition the publication of a Listing, in addition to the receipt of payouts, on completion of the requirements in this Section 7.3.1.

7.4 Payouts

Property Owner payouts are released by Stripe pursuant to the Property Owner's Stripe Connected Account configuration, after the Booking is completed and any applicable hold period or dispute window has elapsed. Payout timing, holds, reserves, and the schedule of disbursement are governed by Stripe under the Stripe Connected Account Agreement; Property Owners should review Stripe's terms for the specifics applicable to their account. Vendalize may instruct Stripe to delay, hold, or reverse payouts in cases of suspected fraud, chargebacks, disputes, refund obligations, or violations of these Terms. Default payouts occur via ACH and may be subject to a per-payout fee charged by Stripe; instant payouts, where available, may be subject to additional Stripe fees disclosed at the time of election.

7.5 Taxes

Booking Fees and Service Fees are exclusive of taxes. Each User is solely responsible for determining and remitting applicable taxes. Vendalize may collect and remit certain taxes on a User's behalf where required by law. For Property Owners operating in Nonprofit Mode under Section 5.10, sole responsibility for tax characterization, UBIT determination, and tax-exempt status preservation remains with the Property Owner notwithstanding any donation-framed receipt or metadata generated by the Platform.

7.6 Chargebacks, Disputes, and Reversals

Cardholder disputes and chargebacks are handled by Stripe pursuant to its dispute resolution process. Property Owners are responsible for providing evidence in response to disputes through the Platform or directly through their Stripe Connected Account dashboard. If a chargeback or refund is required after a payout has been released to a Property Owner, Vendalize may, through Stripe, deduct the corresponding amount from the Property Owner's Stripe balance, debit the Property Owner's linked bank account, offset against future payouts, or invoice the Property Owner directly. Stripe assesses a non-refundable dispute fee per dispute, which Vendalize may pass through to the Property Owner where the dispute is attributable to the Property Owner's conduct. Property Owners are responsible for maintaining sufficient funds or balance to cover potential chargebacks and refund obligations.

7.6.1 Recovery of Forfeited Property Owner Service Fee

Where a Property Owner cancels a confirmed Booking other than on qualifying grounds and forfeits the Property Owner Service Fee under the License Agreement, Vendalize recovers that amount through the following waterfall, in order: (a) retention from Booking funds not yet disbursed to the Property Owner; (b) debit from the Property Owner's available connected-account balance; and (c) a hold against the Property Owner's future payouts, recovered before any such payout is disbursed to the Property Owner's bank account. The Mobile Vendor is refunded in full, including the Mobile Vendor Service Fee, independent of and prior to the completion of this recovery process. By maintaining a Listing, the Property Owner authorizes Vendalize to effect this recovery through the Platform's payment processor.

7.7 Currency

All amounts are denominated in U.S. dollars unless expressly stated otherwise.

7.8 License Nature of Bookings

Each Booking constitutes a limited, revocable license granted by the Property Owner to the Mobile Vendor to use the Space solely for the time period, purpose, and scope specified in the Booking. No tenancy, leasehold, easement, lodger relationship, or other real property interest is created or transferred by any Booking, regardless of duration, recurrence, or pattern of use.

The Property Owner retains full possession, dominion, and control of the Space at all times. The Mobile Vendor's right of access is contingent upon ongoing compliance with these Terms, the Listing terms, and applicable law, and is subject to revocation in accordance with the Cancellation Policy and Section 8 of these Terms.

The parties expressly acknowledge and agree that landlord-tenant statutes, eviction procedures, and notice requirements applicable to residential or commercial leases shall not apply to any Booking made through the Platform.

8. CANCELLATIONS, REFUNDS, AND DISPUTES

8.1 Cancellation Policy

Cancellations of Bookings are governed by the cancellation provisions of the License Agreement applicable to each Booking, which include: (a) a platform-wide 24-hour Review Window during which a Mobile Vendor may cancel for a full refund including all Service Fees; (b) one of three Property Owner-selected cancellation tiers (Flexible, Moderate, Strict) governing Mobile Vendor cancellations after the Review Window; (c) Property Owner cancellation rules; (d) force majeure provisions; and (e) Vendalize-initiated cancellation provisions. The applicable terms are presented to both Users before Booking confirmation and incorporated into the executed License Agreement.

8.2 Service Fees and Refunds

Vendalize charges a bilateral Service Fee comprising a Property Owner Service Fee and a Mobile Vendor Service Fee, as published in the Fee Schedule. Refund and Service Fee treatment follows the License Agreement and may be summarized as follows: the Mobile Vendor Service Fee is refunded for cancellations within the Review Window, for force majeure, for Property Owner-initiated cancellations, and for Vendalize-initiated cancellations, and is non-refundable for Mobile Vendor cancellations made after the Review Window. Where a Property Owner cancels a confirmed Booking other than on qualifying grounds set forth in the License Agreement, the Property Owner forfeits the payout for that Booking and the Property Owner Service Fee, which Vendalize recovers in accordance with Section 7.6.1. This forfeiture reflects retention of Vendalize's earned Service Fee notwithstanding the Property Owner's cancellation and is designed to deter discretionary cancellations that harm marketplace trust.

8.3 Dispute Support

Users are encouraged to resolve disputes directly with each other. A User may also contact Vendalize at support@vendalize.space for assistance. Vendalize may, but is not obligated to, facilitate such resolution. Any decision Vendalize makes regarding a refund, payout, or fee adjustment is in its sole discretion and does not constitute a legal determination of rights.

8.4 Force Majeure

Neither Vendalize nor any User is liable for failure to perform under a Booking due to causes beyond reasonable control, including acts of God, severe weather, fire, government action, civil unrest, pandemic, or utility failure. Refund treatment in such circumstances is governed by the Force Majeure provision of the Cancellation Policy.

9. INSURANCE AND RISK ALLOCATION

9.1 User Insurance Required

Property Owners must maintain general premises liability insurance in commercially reasonable amounts as set forth in Section 5.8. Mobile Vendors must maintain general liability and other applicable insurance as set forth in Section 6.1. Each User is solely responsible for evaluating and obtaining coverage appropriate to their activities and applicable law. Failure to maintain required insurance is a material breach of these Terms and the License Agreement.

9.2 No Vendalize Coverage

Vendalize does not provide insurance coverage to Users. Any "platform protection," "host guarantee," "vendor protection," or similar program offered by Vendalize, if any, is a limited contractual benefit governed by separate program terms and is not insurance.

9.3 Assumption of Risk

Each User expressly assumes all risks associated with use of the Platform, including the condition of any Space, conduct of any other User, products sold by Mobile Vendors, weather and environmental conditions, and acts of third parties.

10. USER CONTENT AND LICENSE

10.1 Ownership

You retain ownership of Content you submit to the Platform, subject to the licenses granted in this Section 10.

10.2 License to Vendalize

You grant Vendalize a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify, create derivative works of, publish, publicly display, publicly perform, distribute, and otherwise use your Content in connection with operating, promoting, and improving the Platform and Vendalize's business, in any media now known or later developed.

10.3 Representations

You represent and warrant that (a) you own or have all necessary rights to your Content, (b) your Content does not infringe any third party's rights, (c) your Content is accurate and not misleading, and (d) your Content complies with these Terms and applicable law.

10.4 Feedback and Ratings

Feedback and ratings submitted through the Platform reflect User opinion and are not endorsed, verified, or adopted by Vendalize. Feedback submitted by a Mobile Vendor in connection with a Booking is provided to the applicable Property Owner and is not published publicly. Vendalize may, but is not obligated to, moderate, remove, or edit Content that violates these Terms.

10.5 Feedback

Any feedback, suggestions, or ideas you submit regarding the Platform are non-confidential and may be used by Vendalize without restriction or compensation.

11. INTELLECTUAL PROPERTY

11.1 Vendalize IP

The Platform, including all software, designs, logos, trademarks, service marks, trade dress, text, graphics, data models, algorithms, and compilations of Content, is owned by or licensed to Vendalize and protected by U.S. and international intellectual property laws.

11.2 Limited License to You

Subject to these Terms, Vendalize grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purposes.

11.3 Restrictions

You may not (a) reverse engineer, decompile, or disassemble the Platform, (b) scrape, crawl, or use automated means to access the Platform except as expressly permitted, (c) use the Platform to build a competitive product or service, (d) remove or alter any proprietary notices, or (e) use Vendalize's trademarks without prior written consent.

11.4 DMCA

Vendalize complies with the Digital Millennium Copyright Act. Notices of claimed infringement should be sent to Vendalize's Designated Agent, registered with the U.S. Copyright Office (Registration No. DMCA-1074568): Vendalize Compliance Department, Vendalize LLC, 3300 N. Triumph Boulevard, Suite 100 – #1014, Lehi, UT 84043; dmca@vendalize.space. Repeat infringers will have their accounts terminated.

12. PROHIBITED CONDUCT

You agree not to:

(a) violate any law, regulation, or third-party right; (b) misrepresent your identity, affiliation, or authority; (c) circumvent the Platform to communicate, contract, transact, continue, or renew any arrangement off-Platform, whether to avoid Service Fees or otherwise. The Parties acknowledge that any continuation or renewal of the same or substantially similar PO ↔ MV arrangement outside the Platform (i) constitutes a material breach of these Terms, (ii) voids all platform-level protections including insurance verification, payment processing safeguards, and dispute resolution support, and (iii) entitles Vendalize to recover the Service Fees that would have been payable on the off-Platform transactions, plus reasonable enforcement costs and attorneys' fees; (d) post false, defamatory, harassing, threatening, hateful, or discriminatory Content; (e) introduce malware, viruses, or other harmful code; (f) interfere with the operation, security, or integrity of the Platform; (g) collect personal information about other Users without authorization; (h) use the Platform for unlawful, fraudulent, or deceptive purposes; (i) sell or facilitate the sale of illegal goods, controlled substances, weapons, or any item prohibited by Vendalize policy; (j) attempt to manipulate ratings, reviews, search ranking, or pricing.

Violation may result in account suspension or termination, forfeiture of fees, and legal action.

13. SUSPENSION AND TERMINATION

13.1 By You

You may close your account at any time through account settings. Outstanding Bookings, payments, and obligations survive termination.

13.2 By Vendalize

Vendalize may suspend, restrict, or terminate your account or access to the Platform at any time, with or without notice, for any reason, including suspected violation of these Terms, fraud, risk to other Users, or business reasons.

13.3 Effect of Termination

Upon termination, your right to access the Platform ceases. Sections that by their nature should survive (including Sections 5.1, 9, 10.2, 11, 14–17, and 19) survive termination.

14. DISCLAIMERS

14.1 As-Is, As-Available

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION.

14.2 No Endorsement

Vendalize does not endorse any User, Listing, Booking, Space, product, or service. Listings, ratings, and reviews reflect the views of Users, not Vendalize.

14.3 Third-Party Services

The Platform may link to or integrate third-party services (including payment processors, mapping, identity verification, and insurance providers). Vendalize is not responsible for third-party services and disclaims all liability arising from their use.

14.4 No Professional Advice

Content on the Platform is for informational purposes only and does not constitute legal, tax, insurance, real estate, or financial advice.

15. LIMITATION OF LIABILITY

15.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDALIZE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, ANY BOOKING, OR ANY INTERACTION WITH ANY OTHER USER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

IN NO EVENT SHALL VENDALIZE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL SERVICE FEES PAID BY YOU TO VENDALIZE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

15.3 Basis of the Bargain

The limitations in this Section 15 are a fundamental element of the agreement between you and Vendalize and apply notwithstanding the failure of any limited remedy of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the foregoing limitations apply to the maximum extent permitted.

16. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Vendalize, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your access to or use of the Platform; (b) your Content; (c) your Listings, Bookings, or interactions with other Users; (d) your breach of these Terms or any representation or warranty herein; (e) your violation of any law or third-party right; (f) any injury, illness, death, or property damage occurring at or in connection with your Space (for Property Owners) or your operations (for Mobile Vendors); and (g) any tax obligation related to your activities.

Vendalize reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify, and you agree to cooperate with such defense.

17. DISPUTE RESOLUTION — BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH VENDALIZE THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

17.1 Informal Resolution

Before initiating arbitration, you agree to attempt to resolve the dispute informally by sending written notice describing the dispute and requested relief to legal@vendalize.space or by mail to Vendalize LLC, 3300 N. Triumph Boulevard, Suite 100 – #1014, Lehi, UT 84043. The parties shall negotiate in good faith for at least sixty (60) days before commencing arbitration.

17.2 Binding Arbitration — Scope

This Section 17 governs disputes between you and Vendalize. Disputes between a Property Owner and a Mobile Vendor arising out of or relating to a specific Booking are governed by the dispute resolution provisions of the applicable License Agreement, which may provide for mediation followed by arbitration in the jurisdiction where the Premises are located.

Any dispute, claim, or controversy between you and Vendalize arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration shall be conducted in Ada County, Idaho, or by videoconference at the User's election. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver

YOU AND VENDALIZE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, 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.

17.4 Exceptions

This Section 17 does not preclude either party from (a) seeking injunctive or other equitable relief in court for infringement or misappropriation of intellectual property rights, or (b) bringing an individual claim in small claims court.

17.5 Opt-Out

You may opt out of this arbitration agreement by providing written notice to legal@vendalize.space within thirty (30) days of first accepting these Terms. The notice must include your name, account email, and a clear statement of your intent to opt out.

17.6 Severability of Arbitration Provisions

If the class action waiver in Section 17.3 is held unenforceable as to any claim, that claim shall be severed and litigated in court, while all other claims shall remain subject to arbitration.

18. GOVERNING LAW AND VENUE

These Terms, and any dispute between you and Vendalize, are governed by the laws of the State of Idaho, without regard to its conflict-of-laws principles. Subject to Section 17, exclusive venue for any action between you and Vendalize not subject to arbitration lies in the state and federal courts located in Ada County, Idaho, and you consent to the personal jurisdiction of such courts.

The governing law and venue for disputes between a Property Owner and a Mobile Vendor arising from a specific Booking are set forth in the applicable License Agreement and are typically tied to the jurisdiction where the Premises are located.

19. COMMUNICATIONS, ELECTRONIC SIGNATURES, AND CONSENT

19.1 Electronic Communications

You consent to receive communications from Vendalize electronically, including by email and in-app notification, and agree that all agreements, notices, disclosures, and other communications satisfy any legal requirement that such communications be in writing.

19.2 E-Sign Consent

You agree that your use of an electronic signature, click-through agreement, clickwrap acceptance, or affirmative click constitutes a legally binding signature under the federal E-SIGN Act, the Idaho Uniform Electronic Transactions Act, and any other applicable state law. This consent expressly extends to the execution of each Private Space License Agreement generated at Booking confirmation, the records of which (including version hash, timestamp, and IP address) are maintained by Vendalize as evidence of execution and made available in your account dashboard.

20. CHANGES TO THESE TERMS

Vendalize may modify these Terms from time to time. Material changes will be communicated by notice on the Platform or by email. Your continued use of the Platform after the effective date of revised Terms constitutes acceptance. If you do not agree, your sole remedy is to stop using the Platform.

21. MISCELLANEOUS

21.1 Entire Agreement

These Terms, together with referenced policies and any agreements you enter into in connection with specific Platform features, constitute the entire agreement between you and Vendalize regarding the Platform and supersede all prior agreements.

21.2 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable.

21.3 No Waiver

Vendalize's failure to enforce any provision is not a waiver of its right to do so later.

21.4 Assignment

You may not assign these Terms without Vendalize's prior written consent. Vendalize may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

21.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Vendalize, or between Property Owners and Mobile Vendors.

21.6 Force Majeure (General)

Vendalize is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.

21.7 Headings

Headings are for convenience only and do not affect interpretation.

21.8 Notices

Notices to Vendalize must be sent to legal@vendalize.space and to Vendalize LLC at the registered office address listed on the Platform. Notices to you may be sent to the email address associated with your account.

21.9 Survival

Sections that by their nature should survive termination of these Terms shall survive, including Sections 5.1, 9, 10.2, 11, 14, 15, 16, 17, 18, and 21.

22. CONTACT

Vendalize LLC 3300 N. Triumph Boulevard, Suite 100 – #1014, Lehi, UT 84043 Email: support@vendalize.space Legal: legal@vendalize.space

By creating an account, listing a Space, or completing a Booking, you acknowledge that you have read, understood, and agreed to these Terms of Service.