Terms of Service

These Terms of Service (“Terms”) govern the relationship between VendOS (“VendOS,” “we,” or “us”) and the business or individual that places one or more VendOS vending machines at its location (“Operator,” “you,” or “your”). By signing a VendOS placement agreement, accepting installation of a VendOS machine, or otherwise using our services, you agree to these Terms. These Terms also apply to your use of vendos.pro.

1. The Service

VendOS provides automated retail vending machines, software, payment processing, age-verification technology, restocking, and maintenance for the sale of nicotine and other products. The specific machines, product mix, location terms, revenue share, and service-level commitments are described in your separate placement agreement (“Agreement”). In case of conflict, the Agreement controls over these Terms.

2. Operator Eligibility and Responsibilities

• You represent that you are authorized to bind the business named in the Agreement and to permit installation at the location(s) specified.
• You will provide a safe, indoor, weather-protected location with a standard electrical outlet and reliable network connectivity (or will permit cellular connectivity).
• You will not move, modify, repair, alter, open, or attempt to access the internal hardware or software of any VendOS machine.
• You will not stock the machine yourself and will not introduce unauthorized products into the machine.
• You will hold any tobacco-retailer or local business licenses required for sale of regulated products at your location, and will maintain those licenses in good standing for the duration of the Agreement. VendOS supports compliance, but legal responsibility for local licensing rests with the Operator unless expressly stated otherwise in the Agreement.
• You will promptly notify VendOS of any damage, malfunction, theft, or attempted tampering with a machine.

3. Installation, Maintenance, and Restocking

VendOS will install, maintain, restock, and service all machines at no separate cost to the Operator unless specified in the Agreement. Service visits will be scheduled during normal business hours where practical. VendOS may temporarily disable a machine for maintenance, software updates, compliance reviews, or safety reasons.

4. Age Verification and Compliance

VendOS machines include integrated age-verification technology that scans government-issued identification before completing the sale of any age-restricted product. VendOS is responsible for the operation and accuracy of that technology under the Agreement. Operators agree not to disable, bypass, or interfere with age-verification or compliance features. Both parties will cooperate with reasonable regulatory inquiries and audits.

5. Payments and Revenue

Revenue share, payout schedule, and any minimums are described in the Agreement. VendOS handles payment processing and remits the Operator’s share to the bank account provided. Operators are responsible for any taxes owed on amounts paid to them. VendOS may offset amounts owed to the Operator against amounts owed by the Operator (for example, chargebacks, refund losses, or damage caused by the Operator).

6. Ownership of Machines and Software

VendOS retains all right, title, and interest in the machines, the software embedded in or used to operate them, and the data generated by the service. Operators receive a non-exclusive, non-transferable, revocable license to host and benefit from the machines for the term of the Agreement. Nothing in these Terms transfers ownership of any VendOS hardware, software, or intellectual property to the Operator.

7. Term and Termination

The term, renewal, and termination provisions are described in the Agreement. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. Upon termination, VendOS will retrieve its machines from the Operator location at a mutually agreeable time, and the Operator will provide reasonable access for that retrieval. Sections that by their nature should survive termination (including ownership, indemnification, and limitation of liability) survive.

8. Insurance and Liability for Machines

VendOS maintains commercial general liability insurance covering the operation of its machines. Operators are responsible for damage to machines caused by the Operator’s negligence, willful misconduct, or failure to provide a safe hosting environment. Operators will maintain commercially reasonable insurance covering their premises.

9. Disclaimers

Except as expressly stated in the Agreement or required by law, the VendOS service is provided “as is” and “as available.” VendOS disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or that all transactions will succeed.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost revenue, arising out of or related to the service. Each party’s total cumulative liability arising out of or related to these Terms or the Agreement will not exceed the amounts paid or payable to the Operator under the Agreement during the twelve (12) months preceding the event giving rise to the claim. These limitations do not apply to a party’s indemnification obligations, breaches of confidentiality, or liability that cannot be limited by law.

11. Indemnification

Each party will defend, indemnify, and hold the other harmless from third-party claims arising out of the indemnifying party’s (a) breach of these Terms or the Agreement, (b) negligence or willful misconduct, or (c) violation of applicable law. The indemnified party will provide prompt notice and reasonable cooperation.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in the County of Los Angeles, California, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated to Operators with reasonable advance notice. Continued participation in the service after the effective date of an update constitutes acceptance of the updated Terms.

14. Contact

Questions about these Terms can be sent to legal@vendos.pro.