Vendau Licence Partners

Vendau Licence Partner Agreement (v3)

Non-exclusive reseller / software licence — accepted online (click-wrap), binding on the Partner upon acceptance.

Licensor: Sergio Ignacio Durán García, persona física con actividad empresarial (individual with business activity) in Mexico, RFC DUGS890703EU0, domicile Avenida Cinco 167, Col. Prados del Sol, CP 83100, Hermosillo, Sonora, México, owner and operator of the Vendau platform ("Vendau," "Licensor," "we"). Licensee (Partner): [Partner legal name / e.g., DuranJason LLC] ("Partner," "you"). Program: Vendau Licence Partners · Version: v3 — July 2026.

How this is used. You accept this Agreement online by checking the acceptance box and submitting your full name. Your acceptance binds you immediately and unilaterally to every obligation and restriction below — including confidentiality, non-circumvention, IP protection, and the reserved rights of Vendau — whether or not Vendau ever activates your account. Vendau is bound to nothing until, and only if, it activates your account in its sole discretion. The platform records the version, date, name, IP and browser as proof. Items in [brackets] are for the Licensor to confirm.

0. Binding on Acceptance; No Obligation of Vendau

(a) Immediate effect on Partner. On acceptance, you are immediately bound by this Agreement, including Sections 3 (Ownership; No Access), 3bis (Confidentiality & Non-Circumvention), 8 (Obligations), 9 (Confidentiality), 10 (Restrictions), and 11bis (Vendau's Reserved Freedoms), even before and regardless of any activation. (b) No obligation of Vendau; discretionary activation. Acceptance is your application to the program. Vendau has no obligation to activate you, grant any licence, provide any service, or give any reason for accepting, delaying, or declining you. Any licence and any Vendau obligation arise only if and when Vendau activates your account, and only for as long as Vendau chooses to keep it active. (c) These are Vendau's rules and Vendau's business; nothing here limits Vendau's freedom to operate as it sees fit.

1. Grant of Licence (upon activation)

If and when Vendau activates your account, Vendau grants you a limited, revocable, non-exclusive, non-transferable, and (except as expressly stated for the White-Label tier) non-sublicensable licence to market, demonstrate, and resell access to the Vendau platform to Dealers within the scope authorized in writing by Vendau. This is a licence to resell access only. It grants no ownership of, and no rights in, the software, source code, or intellectual property.

2. Non-Exclusivity; Vendau's Reserved Rights

This licence is non-exclusive. Vendau retains the unrestricted right to market and sell the Vendau platform itself, anywhere in the world, directly or through other partners, including in your market and to your prospective clients, and to appoint additional Licence Partners. Nothing grants you any territory, exclusivity, or right to block or limit Vendau's own business or any other partner. The only exception is the Exclusive Territory add-on under Section 2A, and only if Vendau has granted it to you in writing, naming the territory.

2A. Exclusive Territory (Exclusive tier only)

This Section applies only if Vendau has granted you the Exclusive Territory add-on in writing. If your confirmation does not name a territory, you have no exclusivity and Section 2 governs in full.

(a) What you get. Within the named territory (a state, province, or metropolitan area identified in your written confirmation), Vendau will not appoint another Licence Partner and will refer inbound Dealer leads located in that territory to you. Exclusivity covers new Dealers only; any Dealer already served by Vendau or by another partner at the time of the grant is not affected.

(b) What it is not. Exclusivity does not stop Vendau from selling directly in your territory, serving Dealers who come to Vendau on their own, running national or international brand advertising that reaches your territory, or serving a Dealer with locations both inside and outside it. Vendau keeps its own business everywhere.

(c) Activity requirement — one new Dealer per month. To keep exclusivity you must bring at least one (1) new Dealer who starts paying each calendar month. Vendau counts from its own platform.

(d) Three misses and exclusivity ends — your licence does not. If you miss the monthly requirement in three (3) months, whether or not consecutive, Vendau may withdraw exclusivity on 30 days' written notice. Your licence, your Dealers, and your earnings continue unchanged under Section 4(f); only the territorial protection ends, and the territory returns to non-exclusive under Section 2. Withdrawn exclusivity is not refundable in whole or in part.

(e) Territory is not property. You may not sell, sublicense, assign, subdivide, or franchise the territory, and you acquire no ownership in it. Exclusivity ends automatically, without notice, if this Agreement terminates or your account is deactivated.

3. Ownership; No Access

Vendau retains 100% ownership of the platform, including source code, intellectual property, trademarks, domains, infrastructure, databases, and platform customer data. You receive no ownership. You will not have, and will not attempt to obtain, access to Vendau's source code, repositories, servers, production environment, credentials, or any data other than the information relating to your own Dealers made available through the Partner interface. You will not copy, modify, reverse engineer, decompile, or create derivative works of the software.

3bis. Confidentiality & Non-Circumvention on Acceptance

From the moment of acceptance, and whether or not you are ever activated, you will: (a) hold in strict confidence all non-public information disclosed by Vendau or visible in the program (including pricing, features, roadmap, methods, and the existence and terms of this program); (b) not use it except to evaluate or perform the program; and (c) not circumvent Vendau to deal directly with any Vendau technology, code provider, or Dealer introduced through Vendau, nor build or assist a competing product using anything learned here. These obligations survive indefinitely for trade secrets.

4. Tiers, Entry Fee, and Royalty

(a) Tiers. Your tier (Starter, Pro, or White-Label) determines the one-time entry fee, the royalty rate, and whether Vendau branding may be removed, per the program schedule in effect at acceptance. (b) Entry fee. Any entry fee is due before activation and is non-refundable once your account is activated. All fees are non-refundable except where Vendau states otherwise in writing. (c) Royalty. You owe Vendau a royalty on the number of active Dealer tenants provisioned under you (the "meter"), at your tier rate, billed monthly. Vendau determines the count from its own platform. Royalty is due whether or not you have collected from the Dealer. (d) Vendau may change the program. Vendau may change tiers, fees, royalties, features, and the program schedule at any time, on notice, at its discretion. Continued participation after the effective date constitutes acceptance. (e) White-Label. At the White-Label tier, Vendau branding may be disabled and you may present the service under your own brand and domain, solely as permitted by Vendau and only while this Agreement is in effect and fees are current. You acquire no rights in Vendau's IP and must stop all use on termination.

(f) Duration of your earnings — for as long as your licence is active. No activity quota. Because you paid an entry fee for this licence, your economics on your Dealers continue for as long as this Agreement is in effect, your account is active, and your fees are current — with no requirement to refer any minimum number of new Dealers to keep earning. You do not lose your earnings on existing Dealers by having a slow quarter, a slow year, or by not signing anyone new.

This is the key difference from the Referral level: an unlicensed Referrer earns for 12 months per Dealer and must bring at least one new Dealer every 6 months to keep earning (see the Vendau Referral Terms). You bought the licence; you are not subject to that test. Your earnings end only if this Agreement ends, your account is deactivated, your fees fall into arrears, the Dealer stops paying, or you breach — all as set out elsewhere in this Agreement. The single exception is territorial exclusivity, which is an add-on with its own activity requirement under Section 2A; losing exclusivity does not reduce, suspend, or end your licence or your earnings.

5. Partner's Own Payment Gateway

You collect all amounts from Dealers through your own payment gateway or merchant account, configured for you by Vendau. Vendau is not the merchant of record and does not process, hold, or have visibility into your end-customer transactions (except during any bridge period under the Terms). You are solely responsible for your payment processing, PCI-DSS compliance, taxes, invoicing, refunds, and chargebacks.

6. Metering, Billing, and Suspension (Kill-Switch)

Vendau bills your royalty and fees from the meter. Vendau may immediately suspend or disable your Dealer tenants and your access, in whole or in part, at its discretion, for non-payment, breach, misuse, attempted unauthorized access, or to protect the platform or its rights, without liability, until cured or terminated. You acknowledge all Dealer tenants run on Vendau's infrastructure and that suspension is an intended remedy.

7. Pricing; Client Attribution

(a) You set your own retail price to Dealers and keep what you collect, subject to paying Vendau the royalty and fees. You may propose price changes to individual Dealers. (b) Each Dealer you introduce is attributed to you within the platform. Your billing relationship with your Dealers is yours; the software tenancy, platform, and platform data remain Vendau's. You acquire no ownership of the platform or of any Dealer's tenancy.

8. Partner Obligations; Compliance

You will: act lawfully and not misrepresent Vendau or the service; make no warranties or promises on Vendau's behalf; comply with applicable consumer-privacy, marketing, and financial-data laws; and, for any credit-application/financing feature, act only to transmit applications to the Dealer's authorized lender and never present Vendau or yourself as the lender or credit decision-maker (GLBA / FTC Safeguards-aligned). You will not store end-customer financial data (including SSN) except through Vendau-authorized flows. You are responsible for any sector licences your activity requires; Vendau is not.

9. Confidentiality

You will hold Vendau's Confidential Information in confidence, use it only to perform under this Agreement, and not disclose it. These obligations survive termination for as long as the information remains confidential and, for trade secrets, indefinitely. (See Section 3bis for immediate effect.)

10. Restrictions; Non-Compete

You will not: sublicense, resell outside the authorized scope, or transfer the licence except as expressly permitted; build, operate, promote, or assist any product that copies or competes with the Vendau platform using anything learned here, during the term and for 36 months after; remove or alter Vendau's notices except via the authorized White-Label setting; or use the platform for unlawful communications. Any sub-partner rights (White-Label only) require Vendau's written approval, with these restrictions flowing down.

11. Term and Termination

(a) Term. This Agreement begins on acceptance and continues until terminated. (b) Termination. Vendau may terminate or suspend this Agreement and any activation at any time, for any reason or no reason, effective on notice (or immediately for cause). You may terminate on 30 days' written notice. (c) No vested right; no compensation. You have no vested, perpetual, or guaranteed right to the licence, to any territory, to any volume of leads, or to renewal. Termination gives rise to no compensation, damages, or refund to you. (d) Effect. On termination the licence and any White-Label rights end immediately; you stop using the platform and Vendau's marks; Vendau may suspend, transition, or continue serving the Dealer tenants at its discretion; accrued fees and royalties remain payable; and Sections 3, 3bis, 9, 10, 12, 13 and 18 survive.

11bis. Vendau's Reserved Freedoms (No Obligation)

Without limiting anything above, Vendau reserves full freedom, at its sole discretion and without liability, to: modify, suspend, or discontinue the platform, any feature, or the entire program at any time; change pricing, tiers, royalties, and terms; accept, delay, decline, activate, deactivate, or terminate any partner or Dealer; sell directly and appoint other partners anywhere; decline to provide any minimum leads, volume, uptime, service level, or territory; and operate its business as it sees fit. Vendau provides no service-level or uptime guarantee. Nothing in this Agreement obligates Vendau to continue, grow, or support the program.

12. Warranties; Limitation of Liability

The platform is provided "AS IS," without warranties of any kind to the extent permitted by law. EXCEPT for (i) your payment and royalty obligations, (ii) your breach of confidentiality or of the licence/IP restrictions, and (iii) your indemnification obligations — none of which are capped — each party's total aggregate liability under this Agreement will not exceed the fees actually paid by you to Vendau in the three (3) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits.

13. Indemnification

You will defend, indemnify, and hold harmless Vendau and its owner from any third-party claim, loss, or liability arising from: (a) your acts, omissions, sales, or representations; (b) your payment processing, taxes, or handling of Dealer/end-customer data (including financial or credit-application data); (c) your use of your own brand/marks; or (d) your breach of this Agreement or violation of law. Vendau will notify you of any such claim; you will control the defense with counsel reasonably acceptable to Vendau; and no settlement admitting fault or imposing obligations on Vendau may be made without Vendau's consent.

14. Independent Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship, and neither may bind the other. You will describe yourself as an independent "Vendau Licence Partner," not as Vendau, its owner, or its agent.

14A. Rates Are Percentages and May Change (Rate Schedule Controls)

Every percentage, rate, fee, and price in this document is illustrative and not fixed. The binding figures are the ones published in the Vendau Rate & Program Schedule at vendau.com/legal/rates, which prevails over any number stated here. Vendau may change, reduce, restructure, suspend, or discontinue any percentage, rate, fee, or program at any time, at its sole discretion, effective when posted, without prior notice and without your consent — including for changes in Vendau's prices, packages, services, client mix, or in AI/API/hosting/processing costs, or on Vendau's own commercial judgment. A change applies to all payments processed on or after its effective date, including payments from Dealers signed before it. Continued participation after the effective date is acceptance. No percentage is guaranteed, vested, or perpetual; a rate may be reduced to zero or a program discontinued, ending the corresponding share with no compensation, damages, refund, or lost-profit claim. Confirm the current version before relying on any number.

15. Assignment; Change of Control; Discontinuation or Sale of the Platform

(a) You may not assign. You may not assign or transfer this Agreement, its licence, or any rights, whether voluntarily, by operation of law, or through a change of control of the Partner entity, without Vendau's prior written consent; any purported assignment in violation is void. A change of control of Partner (a sale of a majority interest or of substantially all assets) is deemed an assignment requiring consent.

(b) Vendau may assign freely. Vendau may sell, merge, assign, or transfer the platform, the business, or this Agreement, in whole or in part, to any affiliate, successor, or acquirer, without your consent and without notice to you.

(c) If the platform is sold, the acquirer decides. On a sale, merger, or transfer, the acquirer may, in its sole discretion, assume this Agreement, renegotiate it, or decline it. If the acquirer does not assume this Agreement, it terminates on the closing date, and your licence, exclusivity, and all shares and commissions end on that date. Any continuation is a new agreement with the acquirer on the acquirer's terms; nothing here obliges the acquirer to keep your rate, your territory, or your Dealers.

(d) If the platform is discontinued, everything ends. Vendau may discontinue the platform, the Licence Partner program, or any part of either, at any time and for any reason, on 30 days' notice where practicable. On discontinuation this Agreement, your licence, your exclusivity, and all shares and commissions end, and Vendau owes you no compensation, damages, refund (including of any entry fee, which remains non-refundable), lost profit, goodwill, or continuation of any kind.

(e) The Licensor's obligations are limited to his own operation. Sergio Ignacio Durán García has obligations under this Agreement only for so long as he personally owns and operates the Vendau platform. Upon a sale, transfer, or discontinuation, he is fully and finally released from every obligation and liability under this Agreement, and any claim you may have lies solely against the acquirer, and only if that acquirer expressly assumed this Agreement in writing. You waive any claim against him personally arising after that date.

(f) What survives anyway. Your obligations regarding Vendau's intellectual property, confidentiality, non-circumvention, and non-competition (Sections 3, 6, 7, and 10) survive discontinuation, sale, assignment, and termination, and run in favor of Vendau and any successor or acquirer.

16. Electronic Acceptance

You accept this Agreement electronically by checking the acceptance box and submitting your full name. You agree this constitutes a binding signature, that you are authorized to bind the Partner entity, and that Vendau's records of acceptance — version, date and time, name, IP address, and browser — are valid evidence. Your acceptance binds you immediately per Section 0, regardless of activation.

17. Changes to the Agreement

Vendau may update this Agreement and the program schedule by posting a new version and giving reasonable notice. Continued use after the effective date of a new version constitutes acceptance. Each version is retained with your acceptance record.

18. Governing Law; Arbitration; Entire Agreement

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflicts of law. Any dispute will be finally resolved by binding arbitration administered by the ICDR/AAA under its rules, seated in Miami, Florida, in English, before one arbitrator; judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding, Vendau may seek injunctive or equitable relief in any court to protect its intellectual property or confidential information, or to enforce suspension (kill-switch) rights. Vendau's ownership of the Vendau IP is additionally protected under the laws of Mexico and international treaties. This Agreement, with the program schedule and accepted version, is the entire agreement and supersedes prior discussions; if any provision is unenforceable, the rest remains in effect.

19. Data Protection

Each party will comply with applicable data protection laws, including U.S. state privacy laws (e.g., California CCPA/CPRA), Mexico's Federal Law on the Protection of Personal Data Held by Private Parties (2025), and, where applicable, the EU GDPR. Vendau hosts data on U.S.-based infrastructure (AWS US), encrypted in transit and at rest, with per-tenant isolation. You are responsible for lawful collection and for your own privacy notice (aviso de privacidad) to Dealers and end-customers. The parties will enter a separate Data Processing Addendum (DPA) defining controller/processor roles, security measures, sub-processors, breach notification within 72 hours, data location, and deletion on termination. For any credit-application or financial data (including SSN), the GLBA / FTC Safeguards flow-down applies and such data is transmit-only to the Dealer's authorized lender.

Electronic acceptance record (captured by the platform): agreement version · Partner legal entity · Accepted by (typed name = signature) · date & time · IP address · browser/user-agent · ☑ "I have read and accept the Vendau Licence Partner Agreement and Terms, and I am authorized to bind my entity."