Terms of Use

Effective Date: October 23, 2023

Thank you for using the application and services offered by Vodori, Inc. (referred to herein as “Vodori”, “we” or “our”), which owns the Pepper Cloud product (“Application”). Capitalized terms not defined herein shall have the definition provided in the Subscription Order Forms or General Terms (collectively referred to as “Agreement”) executed between Vodori and the Subscriber you are affiliated with.

The Application is used by Your employer to support Vodori’s delivery of Services to your employer (our “Subscriber”). By accessing or using the Application, the user (“You” or “Your”) agree to follow and be bound by the following terms and conditions concerning Your access to and use of the Application ("Terms of Use").

The purpose of the Application is to enable and improve Vodori’s Subscriber, through Your use of the Application, to effectively leverage the Services which the Subscriber has licensed from Vodori via an Agreement. This use of the Application for our Subscriber includes activities related to content management and dissemination.

Use of this Application does not create or otherwise change an employment relationship between You and Vodori; that is between You and Your employer. If You do not agree to these Terms of Use, continued use of the Application by You is not authorized. Vodori may revise the Terms of Use at any time without notice to You. The revised Terms of Use will be effective when posted to the Application. 

By using the Application, You agree to transact electronically through the Application and use an electronic signature. You further agree that Your use of Your User ID, Password, and a personal identification number (“PIN”) in conjunction with casting a vote is considered Your electronic signature in the Application. This signature is unique to You and Your User ID, Password and PIN should not be used by, reused by, or reassigned to, anyone else. You agree that no certification authority or other third-party verification is necessary to validate Your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of Your electronic signature. You agree to immediately notify Vodori of any unauthorized access to or use of a User ID, Password or PIN of which you become aware. 

As a user of the Application, You will be asked to provide Confidential Information and other data (collectively referred to as “Subscriber Data”)  to facilitate Your use of the Application on behalf of our Subscriber. Your use of the application may also require Vodori to disclose Subscriber Data to third parties in order to provide Services to the Subscriber. Refer to the Subscriber Agreement for the complete terms related to Subscriber Data, including Confidential Information.

You agree that Vodori is not responsible for the accuracy or availability of any Subscriber Data for which Vodori is not the original source. 

Should You make use of the Application to give access to, or disclosure of, Subscriber Data or any other information related to your use of the Application to a third party, You agree that Vodori shall have no liability of any kind whatsoever as a result of following such instructions regarding such access or disclosure.

You warrant that: (a) You have the right and authority to provide any Subscriber Data and (b) Your Subscriber Data would not infringe any legal obligation that You may have to any third party, including under laws related to copyright, trademark, patent, trade secret, confidentiality, notice period, restrictive covenant, non-competition, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party. 

You agree that You will neither use the Application in a manner, nor provide any Subscriber Data, that: (a) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (b) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (c) promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene or not in good taste; (e) violates, infringes, or promotes the violation or infringement of another's rights, including intellectual property rights; (f) violates or promotes the violation of any applicable law or regulation; (g) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Vodori may report You to the relevant authorities and may act under the fullest extent of applicable laws if You transmit or upload Subscriber Data intended or designed to cause harm. 

You agree not to access or use the Application in any manner that could damage, disable, overburden, or impair any Vodori accounts, computer systems, or networks. You agree not to attempt to gain unauthorized access to any parts of the Application or any Vodori accounts, computer systems, or networks. You agree not to interfere, or attempt to interfere, with the proper working of the Application or any of Vodori accounts, computer systems or networks. You agree not to use any robot, spider, scraper, or other automated means to access the Application or any of Vodori accounts, computer systems, or networks without Vodori's express written permission. You must complete the registration process to open an account by providing current, complete, and accurate information. You may also be required to choose a password and a user name. Access to, and use of, password protected or secure areas of the Application are restricted to authorized users only. You agree not to share Your password(s), account information, or access to the Application with any other person. You are responsible for maintaining the confidentiality of password(s) and account information, and You are responsible for all activities that occur through the use of Your password(s) or account(s), or as a result of Your access to the Application. You agree to notify Vodori immediately of any use of Your password(s) or account(s) that You did not authorize or that is not authorized by these Terms of Use. 

The Application is the intellectual property and copyrighted works of Vodori or a third party provider. All rights, title and interest not expressly granted with respect to the Application are reserved.

Vodori has no obligation to monitor the Application activity or Subscriber Data. However, Vodori reserves the right to review the Application activity and Subscriber Data and to monitor all use of and activity on the Application.

Vodori may, in its sole discretion, at any time discontinue providing or limit access to the Application, in whole or in part. You agree that Vodori may, in its sole discretion, at any time, terminate or limit Your access to, or use of, the Application in whole or in part. Vodori may terminate or limit Your access to, or use of, the Application, if Vodori determines, in its sole discretion, that You have infringed the copyrights or other legal rights of a third party, or otherwise materially violated these Terms of Use. You agree that Vodori will not be liable to You or any third-party for any termination or limitation of Your access to, or use of, the Application.

You agree to indemnify and hold harmless Vodori, its employees, directors, officers and agents from and against any and all third-party claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to, or arising out of, any Subscriber Data You import to the Application, Your violation of these Terms of Use, or Your violation or infringement of any third party rights, including intellectual property rights.

In no event will Vodori or its officers, directors, employees, or contractors be liable for any direct, indirect, incidental, special, or consequential damages; or damages for lost profits, revenue, data or data use, incurred by You or any third party, whether in an action in contract, or tort (including negligence), breach of statutory duty, strict liability, or otherwise, arising from Your access to, or use of, the Application or any Subscriber Data provided on or through the Application.

Some jurisdictions do not allow the disclaimer or exclusion of certain warranties of the disclaimer, exclusion, or limitation of certain liabilities. To the extent that they are held to be legally invalid, disclaimers, exclusions, and limitations set out in these Terms of Use, including those set out in the Disclaimer and Limitation of Liability sections, do not apply and all other terms will remain in full force and effect.

All matters relating to Your access to, and use of, the Application and Subscriber Data provided on or through the Application, will be governed by U.S. federal law or the laws of the State of Illinois, USA. Any legal action or proceeding relating to Your access to, or use of, the Application or Subscriber Data, shall be instituted in a state or federal court in Chicago, Illinois. You and Vodori agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND VODORI CAN BRING CLAIMS AGAINST EACH OTHER.  THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND VODORI TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.  THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR.

You and Vodori mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any disputes that arise between You and Vodori, its related and affiliated companies, and/or any current or former employee, officer, or director of Vodori or any related or affiliated company as it relates to Your use of the Application and these Terms of Use.  You and Vodori agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after these Terms of Use terminate.  Any revision to or termination of the Terms of Use that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.

To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by hand or first class mail to the representatives of the other party.  You and Vodori agree that the arbitration shall be administered by American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.  Except to the extent that they are modified by the rules below, if You are an individual person, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand will apply.  

The parties agree that the applicable AAA rules are modified as follows:

• Any arbitrator must be neutral as to all parties.  Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under Illinois state law.
• No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.
• All discovery shall be subject to any and all objections available under FRCP 26(b).  Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information (“ESI”).  If a compelling need is demonstrated by the requesting party, the production shall: (i) be narrowly tailored in scope; (ii) only come from sources that are reasonably accessible without undue burden or cost; and (iii) be produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party.  Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.
• The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the dispute(s).
• Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication. 
• The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.
• The Federal Rules of Evidence shall apply to all arbitration proceedings.
• The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefore.
• The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration.  Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties.
• The parties may settle any dispute on a mutual basis without involvement of the arbitrator.
• You will pay the first $250, and Vodori will pay all other filing, administrative, or hearing fees.  If Vodori initiates arbitration, Vodori will pay all filing, administrative, and hearing fees.  Regardless of which party initiates arbitration, You will remain responsible for Your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that You may recover a certain amount of attorneys’ fees and costs.

Except as otherwise required under applicable law, You and Vodori agree to arbitrate any disputes only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding  (“Class Action Waiver”).  No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under these Terms of Use may: (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding.

Persons who are not 18 years of age are not eligible to use the Application, and no information in relation to such persons should be included in a Submission.

The failure of Vodori to exercise or enforce any rights or provisions in these Terms of Use will not constitute a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified, legal and enforceable. The rest of the Terms of Use will not be affected.

If You have any questions regarding these Terms of Use, please email privacy@vodori.com.