Vendor Agreement
Last Updated: 2026-06-11
This Vendor Agreement ("Agreement") is entered into between Credenza Labs, Inc., a Delaware corporation ("Credenza," "we," "us," or "our"), and the entity accepting this Agreement ("Vendor," "you," or "your").
By creating an account, accessing the Platform, executing an order form, or using any Credenza services, Vendor agrees to be bound by this Agreement.
1. Purpose
Credenza provides a platform that enables interior designers, design firms, architects, decorators, and other trade professionals ("Designers") to create reusable business profiles, manage trade credentials, maintain tax documentation, and apply for trade accounts with participating vendors (the "Platform").
Credenza facilitates the exchange of information between Vendors and Designers but is not a party to any transaction, sale, contract, or business relationship between them.
2. Platform Services
Subject to the terms of this Agreement, Credenza grants Vendor a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the applicable subscription term.
Services may include:
- Trade application management
- Designer profile review
- Credential and document collection
- Resale certificate management
- Approval workflows
- Integration with third-party platforms
- Analytics and reporting
- Vendor directory participation
- Identity and business verification tools
- Other services and features made available by Credenza from time to time
Credenza may modify, improve, add, remove, or discontinue Platform features at its discretion, with or without notice to Vendor.
3. Related Agreements and Order of Precedence
This Agreement is the master commercial agreement governing Vendor's paid use of the Platform. The following additional terms apply and are incorporated by reference:
- the End-User License Agreement at usecredenza.com/eula, which governs the software license to the Platform; and
- the Data Processing Addendum ("DPA") at usecredenza.com/dpa, which governs the Processing of personal data and is deemed executed upon Vendor's acceptance of this Agreement.
In the event of a conflict regarding the Processing of personal data, the DPA controls. In the event of any other conflict between this Agreement and the End-User License Agreement, this Agreement controls with respect to the commercial terms (including fees, subscription, and liability), and the End-User License Agreement controls with respect to the scope and restrictions of the software license. The Credenza Privacy Policy at usecredenza.com/privacy-policy describes how Credenza handles personal data.
4. Vendor Responsibilities
Vendor is solely responsible for:
- Determining eligibility for trade accounts
- Reviewing Designer applications and credentials
- Accepting or rejecting applications
- Establishing and enforcing trade program requirements
- Determining whether tax exemption documentation satisfies Vendor requirements
- Maintaining appropriate records
- Compliance with all applicable laws, regulations, and tax requirements, including anti-discrimination, fair-lending, consumer-protection, and privacy laws applicable to its approval and account decisions
Credenza does not make trade approval decisions on behalf of Vendors.
5. Verification Disclaimer
Credenza may provide identity verification tools, business validation services, document review workflows, automated recommendations, approval rules, reference collection tools, or similar services. These may rely on third-party data sources and artificial-intelligence models, are probabilistic, and are intended to assist—not replace—Vendor's own review.
Vendor acknowledges and agrees that Credenza is a platform only and does not independently verify or guarantee:
- The identity of any Designer
- The legitimacy of any business
- The accuracy of submitted information
- The validity of any tax documentation
- The authenticity of references
- Eligibility for trade pricing or trade purchasing privileges
- Future conduct of any Designer
All approval and account management decisions remain solely the responsibility of Vendor.
6. Tax Documentation Disclaimer
Credenza may facilitate the collection, storage, preparation, transmission, renewal, presentation, or organization of resale certificates and related tax documentation.
Vendor acknowledges and agrees that Credenza:
- Is not a law firm
- Is not a tax advisor
- Does not provide legal advice
- Does not provide tax advice
- Does not determine whether a certificate is legally sufficient
- Does not determine whether a transaction qualifies for tax exemption
- Does not guarantee acceptance of any certificate by any governmental authority or business
Vendor remains solely responsible for evaluating and accepting tax documentation and determining the tax treatment of any transaction.
7. Vendor Data
Vendor retains ownership of all data, content, information, and materials submitted to the Platform by Vendor ("Vendor Data").
Vendor grants Credenza a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, transmit, and display Vendor Data solely for purposes of operating, maintaining, improving, and providing the Services.
8. Designer Data
The Platform may provide Vendor with access to Designer information, profiles, documents, applications, and related business information. To the extent such information includes personal data, the Processing of that data is governed by the DPA referenced in Section 3, and Vendor acts as a controller (or, where applicable, a processor) with respect to it.
Vendor agrees:
- To use such information solely for legitimate business purposes related to evaluating, managing, or servicing trade accounts;
- Not to sell Designer information;
- Not to scrape, harvest, or extract Platform data for unauthorized purposes;
- Not to share Designer information except as necessary for legitimate business operations; and
- To comply with all applicable privacy and data protection laws.
9. Third-Party Services and Integrations
The Platform may integrate with third-party services, including e-commerce platforms, accounting software, ERP systems, CRMs, marketing tools, identity verification services, tax services, and other technology providers.
Credenza is not responsible for:
- Third-party service availability;
- Third-party security practices;
- Data accuracy within third-party systems;
- Errors caused by third-party providers;
- Changes to third-party APIs or functionality; or
- Downtime caused disruptions in third-party services.
Vendor's use of third-party services remains subject to the terms of those providers.
10. Subscription Fees, Usage Limits, and Tier Adjustments
Vendor shall pay all fees associated with its selected subscription plan. Subscription fees are billed in advance on a recurring basis and are due according to the billing terms presented at the time of purchase. Subscriptions may include a free trial period as described at the time of sign-up; unless canceled before the trial ends, the subscription converts to a paid plan at the then-current rate.
Unless otherwise stated:
- Fees are non-refundable.
- Subscriptions automatically renew unless canceled prior to the renewal date.
- Credenza may modify pricing, packaging, plan features, or usage thresholds upon advance notice.
- Failure to pay applicable fees may result in suspension or termination of access to the Platform.
Each subscription plan may include certain usage limits. Such limits may be based on factors including, but not limited to:
- Resale certificates managed through the Platform;
- Trade applications received, submitted, reviewed, approved, or processed through the Platform;
- User accounts or seats;
- Data storage;
- API usage; or
- Other usage metrics identified in Vendor's subscription plan, order form, pricing page, or related documentation.
Vendor is responsible for selecting a subscription plan appropriate for its usage.
Taxes. All fees are exclusive of taxes. Vendor is responsible for all sales, use, value-added, goods-and-services, and similar taxes, duties, and assessments imposed on the fees by any taxing authority (excluding taxes based on Credenza's net income). If Credenza is required to collect or remit such taxes, they will be added to Vendor's invoice unless Vendor provides a valid exemption certificate.
Tier adjustment. If Vendor exceeds any included usage limit for two (2) consecutive billing months, Credenza may move Vendor to the lowest subscription tier that accommodates Vendor's usage, with the upgraded fee effective at the beginning of the next billing cycle, as follows:
• For Vendors billed directly by Credenza (e.g., by card or invoice): Credenza will provide advance notice and may apply the upgrade automatically.
• For Vendors billed through a third-party application store or platform (e.g., Shopify) whose billing rules require the Vendor's approval to change a subscription charge: Credenza will request the corresponding upgrade through that platform, and the change takes effect only once the Vendor approves it through the platform. Pending such approval, Credenza may continue to provide the Services subject to the applicable usage limits and the suspension provisions of this Agreement.
For purposes of determining usage, Credenza may rely on Platform records and usage data maintained in the ordinary course of business, which shall be deemed accurate absent clear evidence to the contrary.
Vendors may downgrade to a lower subscription tier at any time through its plan settings. Downgrades take effect at the end of the then-current billing period, and no partial-period refund or credit is provided.
Credenza reserves the right to monitor usage, enforce plan limits, and determine the appropriate subscription tier based on Vendor's actual use of the Services.
11. Confidentiality
Each party agrees to use reasonable commercial efforts to protect the confidential information of the other party using reasonable safeguards and to use such information solely for purposes related to this Agreement.
Confidential Information does not include information that:
- Is publicly available through no fault of the receiving party;
- Was lawfully known before disclosure;
- Receiving party can demonstrate through records was independently developed without use of confidential information; or
- Is lawfully obtained from a third party without restriction.
12. Intellectual Property
Credenza and its licensors retain all rights, title, and interest in and to the Platform, software, technology, trademarks, service marks, databases, workflows, designs, analytics, reports, and related intellectual property.
Except for the limited rights expressly granted herein, no rights are granted to Vendor and Vendor may not use, copy, or publish Credenza’s intellectual property without Credenza’s prior written permission.
13. Feedback
If Vendor provides suggestions, comments, ideas, feature requests, or feedback regarding the Platform, Vendor grants Credenza a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, and commercialize such feedback without restriction or compensation.
14. Disclaimer of Warranties
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CREDENZA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED OPERATION.
CREDENZA DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, NOR THAT ANY OUTPUTS PRODUCED BY THE PLATFORM WILL BE ACCURATE OR ACCEPTABLE BY APPLICABLE TAX AUTHORITIES.
Support and availability. Credenza will provide support through the channels and at the levels described in Vendor's subscription plan. Credenza does not commit to any specific uptime, availability, or response-time service level unless expressly agreed in a separate written service-level agreement signed by Credenza.
Beta and early-access features. Credenza may make features identified as beta, preview, early-access, pilot, or similar ("Beta Features") available to Vendor. Beta Features are provided "as is," may be changed or withdrawn at any time without notice, are excluded from any support or availability commitment, and may not be relied upon. Credenza has no liability arising from Vendor's use of Beta Features.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CREDENZA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR LOST PROFITS DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.
CREDENZA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF A) THE TOTAL FEES PAID BY VENDOR TO CREDENZA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR B) ONE-HUNDRED U.S. DOLLARS (US$100).
This cap is a single, aggregate cap across this Agreement, the End-User License Agreement, and the Data Processing Addendum taken together; those documents do not create separate or cumulative caps. This Section does not limit liability that cannot be limited under applicable law.
16. Indemnification
Vendor shall defend, indemnify, and hold harmless Credenza, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Vendor's products or services;
- Vendor's trade approval decisions;
- Vendor's tax treatment decisions;
- Vendor's violation of law;
- Vendor's misuse of Platform data;
- Vendor Data; or
- Vendor's breach of this Agreement.
17. Suspension and Termination
Credenza may suspend or terminate access to the Platform immediately if Vendor:
- Fails to pay fees when due;
- Violates this Agreement;
- Engages in fraudulent or unlawful activity;
- Creates security risks; or
- Uses the Platform in a manner that may harm Credenza, Designers, or other users.
Either party may terminate this Agreement at any time for any reason upon written notice.
Upon termination, Vendor's right to access the Platform shall cease immediately. Handling of Vendor Data and personal data following termination is described in the DPA and the Privacy Policy.
18. Changes to the Agreement
Credenza may modify this Agreement from time to time. Updated versions will be posted on the Platform and become effective upon posting or as otherwise specified. The version is identified by the "Last Updated" date above in YYYY-MM-DD format.
Continued use of the Platform following an update constitutes acceptance of the revised Agreement.
19. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles.
Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Florida, and each party consents to the jurisdiction of such courts.
20. Miscellaneous
Vendor may not assign this Agreement without Credenza's prior written consent. Credenza may assign this Agreement in connection with a merger, acquisition, or sale of assets.
If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.
Failure to enforce any provision shall not constitute a waiver of future enforcement.
Publicity. Credenza may identify Vendor as a customer and use Vendor's name and logo in the Credenza vendor directory (a Platform feature in which Vendor participates), on Credenza's website, and in customer lists and reasonable marketing and promotional materials, subject to any written brand guidelines Vendor provides. Vendor grants Credenza a non-exclusive, revocable, royalty-free license to use Vendor’s name and logo for such uses. Vendor may revoke the marketing and promotional use of its name and logo at any time by written notice to legal@usecredenza.com; revocation does not affect Vendor's continued participation in the vendor directory, which is governed by Vendor's use of that Service.
Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, denial-of-service attacks, governmental action, pandemics, and failures of third-party services or infrastructure.
Notices. Credenza may provide notices to Vendor by email to the address associated with Vendor's account, through the Platform, or by posting to the Credenza website. Vendor may provide notices to Credenza at legal@usecredenza.com. Notices are deemed given when sent or posted.
Survival. The provisions that by their nature should survive termination will survive, including the disclaimers, limitation of liability, indemnification, intellectual property, confidentiality, accrued payment obligations, and governing-law provisions.
The parties are independent contractors; this Agreement creates no partnership, joint venture, agency, or employment relationship.
This Agreement, together with the End-User License Agreement and the Data Processing Addendum, constitutes the entire agreement between the parties regarding the Services and supersedes all prior discussions, understandings, proposals, and agreements relating to its subject matter.
BY ACCESSING OR USING THE PLATFORM, VENDOR ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.
