Enumerate Vendor Agreement

This Enumerate Vendor Portal Vendor Agreement (“Agreement”) is between the person or entity accepting this Agreement (“Vendor,” “you,” or “your”) and TOPS Software of Florida, LLC dba Enumerate (“Enumerate,” “Company,” “we,” or “our”). This Agreement governs your use of the Enumerate Vendor Portal (“Services”).

 

HESE TERMS CONTAIN AN ARBITRATION NOTICE AND CLASS ACTION WAIVER. ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION OR SMALL CLAIMS COURT, WITH A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE LAWSUIT, OR CLASS ARBITRATION.

BY CLICKING THE “AGREE” BUTTON, YOU:
(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS;
(B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER;
(C) REPRESENT THAT YOU ARE AN EXISTING VENDOR OF AN ENUMERATE CUSTOMER;
(D) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT; AND
(E) WARRANT AND REPRESENT THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THIS AGREEMENT AND LEGALLY BIND THE BUSINESS ENTITY USING THE SERVICES, and that all necessary consents and approvals have been obtained or waived.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

We reserve the right to amend or modify this Agreement at our discretion by posting an updated version to our website and providing notice to the email address associated with your Vendor Account (defined below). If you continue using the Services after receiving notice, you will be deemed to have accepted the amended Agreement.

Description of Services

The Services consist of an internet portal through which you may send electronic communications to Enumerate customers (“Customers”), such as bills, invoices, status updates, and similar materials (“Vendor Communications”), and receive direct deposit payments from Customers for services you provide (“Vendor Payments”). To subscribe to the Services, you must be a current vendor to one of our Customers. You agree that we or our Customers may email you an invitation to subscribe to the Services (“Vendor Invite”).

Vendor Communications

We do not monitor and are not responsible for the content of Vendor Communications, including their accuracy. You represent and warrant that all Vendor Communications are truthful, accurate, and comply with the Content Standards identified below.

Vendor Payments

The Services facilitate Vendor Payments through electronic transactions, such as ACH transfers, in which your Customer’s account is debited and your account is credited (“Direct Deposit”). You are solely responsible for the accuracy of all Vendor Payment information.

You authorize us and our third-party payment partners to facilitate Vendor Payments. We are not responsible for:

(a) fees, costs, or expenses associated with returned payments due to insufficient funds;
(b) errors in payment amounts not exclusively attributable to us;
(c) disputes between you and a Customer regarding payment or services rendered; or
(d) third-party processing of Vendor Payments.

You shall indemnify and hold harmless the Company, its affiliates, employees, officers, and directors from claims or losses arising from the foregoing. This obligation survives termination of this Agreement.

Payment Partner

To use payment functionality, you may be required to open an account with a third-party payment provider and accept that provider’s terms and privacy policy. You authorize Enumerate to collect and share necessary personal and financial information with the payment provider. You are responsible for the accuracy and completeness of that information.

Service Fee

You shall pay a service fee equal to 1.25% of the total amount of each electronic Vendor Payment (“Service Fee”). Direct Deposits will be reduced by applicable Service Fees.

We may change the Service Fee at our sole discretion upon notice to the email address associated with your Vendor Account. Continued use of the Services after the effective date of the change constitutes acceptance of the updated Service Fee. All Service Fees are non-refundable and payable without setoff.

Taxes

We are not responsible for collecting taxes or similar assessments applicable to Vendor Payments. You are solely responsible for collecting and remitting all applicable taxes. All Service Fees and other amounts payable under this Agreement are exclusive of taxes.

Customer/Vendor Disputes

All disputes relating to services you provide to Customers or payments for those services are solely between you and the Customer (“Customer Disputes”) and must be directed to the Customer, not Enumerate. You agree to indemnify and hold us harmless from all Customer Disputes.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services at any time without notice. We are not liable if all or any part of the Services is unavailable for any reason or period.

You are responsible for:

  • Making all arrangements necessary to access the Services
  • Ensuring that anyone accessing the Services through your connection is aware of and complies with this Agreement

To access the Services, you may be required to create an account (“Vendor Account”). All information provided must be accurate, current, and complete.

You must keep usernames, passwords, and other credentials confidential. If your employees or representatives require access, each must maintain separate credentials. You are responsible for ensuring all authorized users comply with this Agreement.

Permitted Use

You and your authorized users are granted a limited right to access and use the Services solely in accordance with this Agreement.

Prohibited Uses

You may not use the Services:

  • In violation of applicable law
  • To deposit Vendor Payments into offshore accounts
  • To send materials that violate the Content Standards
  • To send spam, junk mail, or unsolicited promotions
  • To impersonate another person or entity
  • In any manner that harms the Company, users, or the Services

You also may not:

  • Use bots, spiders, or automated tools to access the Services
  • Introduce malicious code or harmful materials
  • Attempt unauthorized access to systems or data
  • Reverse engineer, decompile, or copy the Services
  • Remove proprietary notices
  • Rent, sublicense, assign, or distribute the Services to third parties
  • Circumvent security or copy-protection measures

Reservation of Rights

The Services are licensed, not sold, to you. You acquire no ownership interest in the Services. The Company and its licensors retain all rights, title, and interest in the Services, including all intellectual property rights.

Suspension

We may suspend your access, or the access of any authorized user, if we determine in our sole discretion that this Agreement has been violated.

Updates

We may provide updates, upgrades, bug fixes, patches, or feature changes at any time and have no obligation to continue supporting any specific functionality.

Third-Party Materials

The Services may include third-party content or links. We are not responsible for third-party materials, including their accuracy, legality, or availability.

Term and Termination

This Agreement begins when you first use the Services and continues until terminated by you or the Company.

You may terminate this Agreement by discontinuing use of the Services and notifying us in writing.

We may terminate this Agreement at any time if:

(a) we discontinue the Services;
(b) you violate this Agreement; or
(c) you are no longer a vendor of a Customer.

Upon termination, all rights granted to you cease immediately.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES.

THE COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF $500 OR THE TOTAL SERVICE FEES COLLECTED FROM YOU DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors, and assigns from claims, damages, liabilities, costs, and expenses arising from your use or misuse of the Services or breach of this Agreement.

Dispute Resolution

Most concerns can be resolved by contacting Support. If a dispute cannot be resolved informally, both parties agree to resolve disputes exclusively through binding arbitration or small claims court on an individual basis.

YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Entire Agreement

This Agreement constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior or contemporaneous agreements, whether written or oral.

Force Majeure

We are not liable for delays or failures caused by circumstances beyond our reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government actions, or similar events.

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment

You may not assign your rights or obligations under this Agreement without our prior written consent.

Claim Limitation

Any claim arising out of or related to the Services must be filed within one (1) year after the claim arises, or it is permanently waived.