Vendor Partner Agreement

Version: v1.0_20251119 | Last Updated: November 19, 2025

1. Introduction

This Vendor Partner Agreement ("VPA" or "Agreement") is entered into between Cadonex ("Platform", "we", "us") and the vendor organization ("Vendor", "you", "your") that accepts this Agreement.

By listing products or services on Cadonex or subscribing to Cadonex Marketing services, you agree to be bound by this Agreement.

2. Vendor Eligibility

2.1 Business Entity: You represent that you are a legally formed business entity authorized to conduct business.

2.2 Authority: The individual accepting this Agreement has the authority to bind the Vendor organization.

2.3 Compliance: You agree to comply with all applicable laws and regulations in your jurisdiction.

2.4 Accurate Information: All information provided during registration and listing creation must be accurate and current.

3. Listing Requirements

3.1 Accuracy: All product/service descriptions, pricing, and features must be accurate and not misleading.

3.2 Updates: You must keep listings up-to-date and notify us of material changes within 30 days.

3.3 Intellectual Property: You warrant that you own or have rights to all content in your listings.

3.4 Prohibited Content: Listings may not contain:

  • False or misleading claims
  • Content that infringes third-party rights
  • Malware or harmful software
  • Illegal products or services
  • Discriminatory content

4. Subscription Plans and Fees

4.1 Plan Tiers: Cadonex offers multiple subscription tiers (Starter, Growth, Enterprise) with varying features and pricing.

4.2 Payment: Fees are charged monthly or annually as selected. Payment is due upon subscription.

4.3 Price Changes: We may change pricing with 30 days notice. Changes apply at next billing cycle.

4.4 Refunds: Subscription fees are non-refundable except as required by law.

4.5 Taxes: Fees exclude applicable taxes, which are your responsibility.

5. Lead Generation and Data

5.1 Lead Delivery: For applicable plans, we provide leads from buyers interested in your products/services.

5.2 Lead Quality: We do not guarantee lead quality, conversion rates, or sales outcomes.

5.3 Data Processing: Lead data processing is governed by our Data Sharing Addendum.

5.4 Compliance: You must process lead data in compliance with all applicable privacy laws.

6. Reviews and Ratings

6.1 User Reviews: Users may post reviews of your products/services. You may respond to reviews.

6.2 No Manipulation: You may not incentivize, purchase, or manipulate reviews in any way.

6.3 Disputes: You may report reviews that violate our guidelines. We have sole discretion in moderation.

6.4 Vendor Responses: Vendor responses must be professional and factual.

7. Intellectual Property

7.1 Vendor Content: You retain ownership of your content. You grant us a license to display it on the Platform.

7.2 Platform IP: You may not use Cadonex trademarks without permission.

7.3 Partner Badges: Premium vendors may display authorized partner badges subject to brand guidelines.

8. Confidentiality

8.1 Confidential Information: Both parties agree to protect confidential information received from the other party.

8.2 Exceptions: Obligations do not apply to publicly available information or information independently developed.

8.3 Duration: Confidentiality obligations survive termination for 3 years.

9. Term and Termination

9.1 Term: This Agreement begins upon acceptance and continues until terminated.

9.2 Termination by Vendor: You may terminate by canceling your subscription and deleting your listings.

9.3 Termination by Cadonex: We may terminate for violation of this Agreement with 30 days notice, or immediately for serious violations.

9.4 Effect of Termination: Upon termination, your listings will be removed and access to paid features revoked.

10. Limitation of Liability

10.1 No Warranties: The Platform is provided "as is" without warranties of any kind.

10.2 Limitation: Our liability is limited to the fees you paid in the 12 months preceding any claim.

10.3 Exclusions: We are not liable for indirect, consequential, or punitive damages.

11. Indemnification

You agree to indemnify and hold harmless Cadonex from any claims, damages, or expenses arising from your use of the Platform, your content, or your violation of this Agreement or applicable laws.

12. Governing Law and Disputes

12.1 Governing Law: This Agreement is governed by the laws of the State of Delaware, USA.

12.2 Dispute Resolution: Disputes will be resolved through binding arbitration.

12.3 Venue: Any legal proceedings shall be conducted in Delaware, USA.

13. Amendments

We may amend this Agreement by posting updated terms and providing 30 days notice. Continued use after the effective date constitutes acceptance of the amended terms.

14. Contact

For questions about this Agreement:

Email: vendors@cadonex.com

Legal: legal@cadonex.com

Document Version: v1.0_20251119

By accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by these terms.