Vendr Cash Rewards Program Terms and Conditions

Effective Date: March 7, 2023
Description: These Vendr Cash Rewards Program (the “Program”) Terms and Conditions (the “Vendr Cash Terms”) set forth the terms and conditions governing any promotions and programs related to the Program. The Vendr Cash Rewards Program (the “Rewards Program”) is designed to reward Vendr Buyers that purchase software-as-a-software (“SaaS”) solutions through Vendr. Buyers can accrue Vendr Cash based on various promotional offers and programs that Vendr provides from time-to-time (each a “Promotion”). Upon the completion of each calendar month for the respective promotion, if qualified, your Vendr Cash available balance (the “Balance”) will be made available in the Vendr online platform (the “Platform”) equal to the amount of your Vendr Cash accrued during that calendar month. You can use this Balance towards eligible and qualifying purchases on Vendr.

1. Eligible Buyers. An “Eligible Buyer” means any new or existing Vendr customer who enters into a Master Services Agreement with Vendr, Inc. (“Vendr”), purchases an annual or multi-year SaaS buying subscription (a “Customer Agreement”), and is invited by Vendr to participate in the Program.

2. Qualifying Spend. When you act as an Eligible Buyer, you may elect to purchase items from a Vendr customer selling software to an Eligible Buyer through the Vendr Verified Seller Program (a “Verified Seller”). You will redeem Vendr Cash based on the following criteria (defined as “Qualifying Spend”): (1) items were purchased after Program registration; (2) software was purchased via the Verified Seller Program; (3) earned during an Earn Period (defined below); (4) a net new subscription service (minimum of an initial annual term) for the purchase of Verified Seller products; and (5) applies only to the initial twelve (12) month term of the net new purchase. The following does not qualify towards Qualifying Spend: (a) excludes any purchase of one-time fees (e.g. onboarding or implementation fees), products or services excluded by a Verified Seller, and professional services fees charged by Verified Seller to the Eligible Buyer; and (b) excludes any applicable sales, use, or excise taxes paid by Eligible Buyer to Verified Seller as a result of the purchase and use of Verified Seller’s products.

The following SaaS purchases do not qualify for the Reward program:

  • SaaS purchases from entities other than Verified Sellers;
  • SaaS purchases that are not net new software purchases for Buyer (i.e. Buyer already has the SaaS solution in its tech stack);
  • SaaS purchases whereby Buyer has already inquired to purchase Verified Seller’s product through a different distribution channel.

Vendr reserves the right to delay, suspend, reduce, or revoke any Vendr Cash that Vendr reasonably suspects are related to any SaaS purchases that are not Qualifying Spend.

3. Earn Period and Vendr Cash Balance.

“Earn Period” means the applicable calendar month during which Vendr offers to Eligible Buyers an opportunity to accrue Vendr Cash (defined below).

“Vendr Cash” means the unit by which Vendr measures an Eligible Buyer’s earnings on Qualifying Spend as specified on a Vendr Cash Balance (defined below). For the avoidance of doubt, Vendr Cash has no cash value and cannot be redeemed for cash or its equivalents.

“Vendr Cash Balance” or “Balance” means the amount of Vendr Cash that Vendr will issue to an Eligible Buyer after an Earn Period based on an Eligible Buyer’s Vendr Cash accrual in a given calendar month.

Vendr’s decisions and records regarding Reward calculations and Qualifying Spend will be final and binding in all respects. The total aggregate amount of Vendr Cash an Eligible Buyer has accrued and consumed will be displayed within the online portal. It is your responsibility to check your Vendr invoices regularly to ensure that Vendr Cash have been properly issued and applied to your account balance, and that your balances are accurate. If you believe that Vendr Cash has not been properly issued or applied to your account balance, you must contact Vendr at VendrReward@vendr.com within sixty (60) days of the date of the applicable invoice.

Vendr Cash: (i) cannot be combined between multiple accounts; (ii) is promotional in nature and has no cash value; (iii) is not redeemable for cash or any cash-equivalents under any circumstances; and (iv) has no value outside this Reward Program.

4. Vendr Cash. “Vendr Cash” means the Vendr Cash Balances that may be redeemed with Vendr following a Buyer’s payment of Qualifying Spend to the applicable Verified Seller. The Vendr Cash Balance is attributed to the Eligible Buyer’s Vendr account.

Vendr reserves the right to prohibit the application of the Program in combination with other discounts and/or promotions.

Any Vendr Cash that cannot be verified and/or calculated to the satisfaction of Vendr are subject to adjustment, cancellation, disqualification, or revocation at Vendr’s sole discretion.

Vendr reserves the right, in its sole and absolute discretion, to (i) investigate, invalidate, and revoke any Vendr Cash Vendr deems to have been awarded in error, or as the result of any actual or suspected fraudulent or dishonest activity or as the result of any conduct in violation of these Vendr Cash Terms or any applicable Customer Agreement and (ii) bar further Vendr Cash from being issued or redeemed to any and all accounts of any Customers associated with any such violations or actual or suspected fraudulent or dishonest activity. If Vendr has any reason to suspect fraudulent or dishonest activity is associated with your Account, Vendr reserves the right to delay or withhold the issuance or use of Vendr Cash.

If your Customer Agreement expires or terminates or your Account is suspended or terminated for any reason, you forfeit any accrued and unused Vendr Cash.

Vendr is not liable for Vendr Cash sent to suspended or terminated accounts.

Vendr reserves the right to place limits on the amount of Vendr Cash that can be accrued or consumed in a given time period.

You will be solely responsible for any and all tax liability arising out of any benefits received in connection with the Program.

Vendr Cash cannot be assigned, exchanged, sold, traded, bartered, purchased, gifted or otherwise transferred. Any Vendr Cash purported to be transferred in violation of the foregoing sentence are void. The earning of Vendr Cash does not entitle you to any vested rights, and Vendr does not guarantee in any way the continued availability of any Vendr Cash.

5. Vendr Cash Redemption. An Eligible Buyer may redeem in accordance with the following requirements:

Vendr will issue a Balance reflecting an Eligible Buyer’s earn on Qualifying Spend within an Earn Period;

Vendr will endeavor to issue an Eligible Buyer a Vendr Cash Balance within fifteen (15) days after the end of the Earn Period, it being understood that Vendr may take longer to issue a Vendr Cash Balance or the Vendr Cash Balance may be reduced if Vendr is investigating compliance with its policies or fixing any processing errors;

Any Balance issued on or after June 1, 2022 will be valid for 12 months from the date of issuance;

Vendr Cash may only be redeemed toward purchases made via a Verified Seller;

Eligible Buyer may redeem a Vendr Cash Balance for Qualifying Spend paid by Buyer to a Verified Seller. The redeemable amount may vary by Verified Seller and such percentage will be made available and disclosed to the Buyer. Vendr will pay Buyer such redeemed value not to exceed an amount of a variable rate of up to twenty-five percent (25%) of the Qualifying Spend paid to the Buyer;.

Vendr will use commercially reasonable efforts to pay any redeemed Vendr Cash Balances no later than thirty (30) days from the date Eligible Buyer pays the Verified Seller.

Any unused amount on your Balance shall be forfeited if not redeemed before the expiration date or if the Customer Agreement terminates or expires, whichever is earlier;

Vendr Cash are not transferable and have no face value;

Vendr Cash cannot be used retroactively for prior purchases;

Unredeemed Vendr Cash Balances are forfeited if the Eligible Buyer opts out of the Program, if Vendr terminates the Program or the Eligible Buyer's participation in this Program, or if the Customer Agreement terminates or expires; and

If an Eligible Buyer uses the Vendr Cash Balance towards the purchase of an item that is later refunded by a Verified Seller, Vendr will credit back to the Eligible Buyer the same amount redeemed on the refunded purchase proportionate to the refunded amount (if applicable). Eligible Buyer will also be required to return any cash funds that Eligible Buyer received as part of a Promotion or applicable rebate. The Eligible Buyer must provide necessary documentation confirming such refund and such refund must not be due to Eligible Buyer’s breach or cancellation of the respective Verified Seller agreement.

By participating in the Reward Program, you agree Vendr may disclose your company name to any Verified Seller and receive updates and information on Verified Seller(s).

VENDR MAY LIMIT, SUSPEND, OR TERMINATE YOUR ABILITY TO PARTICIPATE IN THE REWARD PROGRAM IN ITS SOLE AND ABSOLUTE DISCRETION, AND MAY CHANGE, SUSPEND, OR CANCEL ANY PORTION OF THE REWARD PROGRAM, INCLUDING ANY VENDR CASH YOU MAY HAVE EARNED THROUGH THE REWARD PROGRAM, AT ANY TIME WITH OR WITHOUT PRIOR NOTICE TO YOU.

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