VTEX Terms And Conditions

Seller Portal Terms and Conditions of Use

Updated on December 2, 2020

These Terms and Conditions of Use regulate the use of the e-commerce solutions system (“Seller Portal”) offered by COMPANHIA BRASILEIRA DE TECNOLOGIA PARA E-COMMERCE S.A., Brazilian corporation, with headquarters in the City of São Paulo, State of São Paulo, at Avenida Faria Lima, 4440, 10th floor, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian Taxpayers’ Registry (CNPJ/ME) under No. 05.314.972/0001-74, hereinafter referred to as “VTEX”, and the use thereof is conditioned to the full acceptance of the terms and conditions of use transcribed below (“Seller Portal Terms and Conditions of Use”).

IN ORDER TO ACCESS THE SELLER PORTAL, THE THIRD-PARTY SELLER EXPRESSLY DECLARES AND ACKNOWLEDGES THAT, BY ITS FREE AND SPONTANEOUS WILL, HAS READ, UNDERSTOOD AND ACCEPTS ALL THE PROVISIONS CONTAINED IN THESE TERMS AND CONDITIONS OF USE AND PRIVACY, AND AGREES TO BE BOUND BY THEM.

Parties and definitions

The following words and expressions, when used in these Seller Portal Terms and Conditions of Use, shall have the following meanings:

“User” shall mean the VTEX Client that is the signatory of the Master Services Agreement that will contract the Marketplace service made available by VTEX on the Administrator Portal, which will invite Third-Party Seller to carry out a Product Advertisement on its Marketplace.

“Seller Portal” shall mean the e-commerce solutions system belonging to VTEX, offered by VTEX on a free-of-charge basis, which connects Third-Party Sellers to Marketplace(s) within the environment of VTEX.

“Marketplace” shall mean an online environment of User, where it may advertise its products for sale and invite a Third-Party Seller to advertise on its Marketplace. In other words, this is a User Marketplace. The Marketplace is a software service made available by VTEX to Users through the Administrator Portal.

“Third-Party Seller” shall mean a Seller invited by User to advertise on the User Marketplace. VTEX has no connection with Third-Party Seller or any advertisements made on the Marketplace.

“Product Advertisement” shall mean a product advertisement made by User or Third-Party Seller on the Marketplace. User and Third-Party Seller are entirely and exclusively liable for the origin, quality, inventory, form and delivery time, price, payment conditions, pictures, title and description of the products they make available on the Marketplace. Under no circumstances shall VTEX be liable for the content made available on the Marketplace.

“Consumer” shall mean the individual or legal entity that will carry out the purchase on the Marketplace, being responsible for their own registration and for the representation that the registration information is presumed to be true.

“Personal Data” shall mean any User data related to an individual identified or identifiable to the extent that such information is protected as being personal data pursuant to Data Protection Laws.

“Data Protection Laws” shall mean all laws and regulations, including the binding regulations of Brazil, United States of America, European Union, European Economic Area and its State-members, Switzerland and United Kingdom, applicable to Personal Data Treatment within the scope of these Terms.

“Terms” shall mean the Seller Portal Terms and Conditions of Use of the Seller Portal.

“Alpha” shall mean a phase in which the product is still being developed and undergoing actual tests. Therefore, VTEX does not assure a minimum value of SLA to User and Third-Party Seller, which comprehend the Alpha phase of the Marketplace and Seller Portal project.

Purpose

The purpose of these Terms is to regulate the use of the Seller Portal during the Alpha phase.

In this phase, the purpose is to confirm the basic functionality of the Seller Portal, allowing Third-Party Seller to: (i) create its VTEX account; (ii) have access to the Seller Portal; (iii) import product catalogues and/or services previously defined by the Marketplace; (iv) record the price and inventory of each product; and (v) carry out sales through the Marketplace.

Service

VTEX offers, through the Seller Portal, in the Alpha phase, the possibility of sale in the Marketplace by Third-Party Seller.

Third-Party Seller understands and accepts that there will no guarantee on the functioning of the service offered or even on its future continuity.

With the purpose of assuring the safety and proper functioning of Seller Portal for all ecosystem stores, resources or functionalities may be suppressed, discontinued or interrupted on a temporary basis with no previous notice and with no guarantee that they will be made available again in the future.

As permitted by law, Third-Party Seller represents that Seller Portal and the functionalities existing therein are supplied “AS IS”, and that by no means and in any manner, VTEX and its affiliates guarantee that the services are free from errors, interruptions, unavailability, malfunction, among other events that could take place in the Alpha phase of the software development.

Third-Party Seller’s Responsibilities

When accessing the Seller Portal, Third-Party Seller expressly and unequivocally represents that it is in agreement with these Terms and undertakes:

a) Not to violate any provision of these Terms:

b) To supply registration data that are true and in compliance with all applicable legislation;

c) Not to provide false information (i.e., purposeful and voluntary disclosure of information that it knows to be false or that is overtly untrue) and/or not to practice misrepresentation;

d) Not to practice any act against good faith and the usages and customs customs customs of virtual communities that could offend any third right;

e) Not to commit any act that could be considered as fraud;

f) Not to violate or breach third parties’ rights, especially related to intellectual property, terms of contracts, intimacy and privacy rights;

g) Not to disseminate, distribute or transmit destructive codes, whether they have caused actual damages or not;

h) Not to gather Personal Data or commercial data, including, without limitation, e-mail addresses and/or names of any Internet resource, for commercial, political, charitable or other purposes, without the consent of the owners of such data or another legal fundament or basis authorizing the collection;

i) Not to reproduce, replicate, copy, change, monitor, modify, create derivative works based on, sell or resell any product and/or service or a part therefor, which are not under public domain;

j) Not to carry out or encourage illegal activities, including, without limitation, promoting or facilitating access, use or sale of hazardous substances or devices;

k) Comply with all applicable laws, norms, rules, principle and regulations;

l) Use the Seller Portal exclusively for the purpose expressly set forth in these Terms.

Third-Party Seller acknowledges that these Terms shall be observed and faithfully complied with under penalty of cancellation, blocking of use of the Seller Portal and other applicable measures, regardless of previous notice. VTEX reserves the right to take all measures described herein even in cases of suspicion or threat of violation of the Terms.

VTEX Responsibility Limitation

VTEX undertakes no responsibility for any direct or indirect damages incurred by Third-Party Seller or by third parties which, in any way, have their origin or dependence related to the Seller Portal.

VTEX does not assure that the Seller Portal will be uninterruptedly available and/or will always be free of errors. VTEX does not assure either the proper functioning of its modules and integrations, and shall not be held liable for any damages, including, without limitation, indirect damages and loss of profits caused to the Marketplace, Seller or Consumers by virtue of any interruptions in the functioning of the Seller Portal.

VTEX does not assure that the Seller Portal will function free of losses, errors, defects, attacks, virus, Trojans, malwares, worm, bot, backdoors, spywares, rootkit, interferences, activities of hackers or safety failures, and Third-Party Seller expressly waives any right it may have in this regard.

Third-Party Seller declares to be aware that the Seller Portal is merely an intermediate to the Marketplace. Every support in connection with the sales operation in the Marketplace shall be the exclusive responsibility of User, as well as any transfers of amounts by virtue of the products and services offered in the Marketplace, holding VTEX harmless from any damages resulting from such activities.

Third Parties’ Demands

Third-Party Seller and User are the only parties responsible for the products and/or services offered in the Marketplace, as well as for the compliance with consumer protection rules, and acknowledge that under no circumstances shall VTEX be responsible for any indemnifications or claims presented by third parties related to the activities developed in the Seller Portal and Marketplace, undertaking to take any and all measures required to exclude VTEX from the position of defendant of any lawsuits that may be filed, being responsible for any and all costs and expenses, as may be required in connection with such defense, including lawyers’ fees, and the payment of any loss-of-suit judicial costs.

Privacy & Personal Data

Third-Party Seller represents that it shall keep the secrecy of all Personal Data to which it may have access by virtue of these Terms, both of Consumer and User, and shall make use of such Personal Data strictly for the compliance of its obligations, abiding by the applicable laws on Privacy & Personal Data Protection.

Third-Party Seller agrees that the access routines to the Seller Portal, purchases, access to the control panel and dashboard may be recorded and monitored by the development staff and that all information and data supplied may be used exclusively with the purpose of providing performance improvements, functionality adjustments and corrections and overall system enhancement.

These information shall not be shared or made available to any person or company that is not considered a member of the VTEX group, such as, without limitation, partners, service providers, agencies, consultants, or other shopkeepers.

Third-Party Seller declares that it has read, understood and accepts the provisions of the Seller Portal Privacy Policy, which is an integral part to these Terms, as set forth in the full document available on the following link: https://compliance.vtex.com/gdpr/policies/vtex-privacy-policy .

VTEX undertakes to return the mandatory Personal Data, as determined by applicable laws, to Third-Party Seller upon a previous request. VTEX represents that it shall endeavor its best efforts to comply with the request within a reasonable timeframe.

Confidentiality

Upon the acceptance of these Terms, Third-Party Seller shall have access to Confidential Information on the Seller Portal and Marketplace, in their functional, operational, strategic, conceptual, visual and innovating aspects, as well as to personal data (“Confidential Information”).

By means of the Seller Portal, and by virtue of the Confidential Information that will be treated, Third-Party Seller declares that it shall comply with the following conditions in order to avoid the disclosure, publication, reproduction or sharing of data, screens, codes, logic and confidential resources of the program:

All Confidential Information disclosed to Third-Party Seller and its respective employees or collaborators in writing (including electronic means) or verbally shall be treated under the strictest confidentiality.

Third-Party Seller undertakes to keep the secrecy of the Confidential Information, employing the same level of care and discretion applied to its own Confidential Information in order to avoid the disclosure, publication or dissemination of such Confidential Information to any third party.

The Confidential Information shall not be copied, reproduced or stored under any form by Third-Party Seller.

Should Third-Party Seller become legally constrained to disclose any of the Confidential Information, it shall promptly notify VTEX of such obligation. Moreover, Third-Party Seller shall solely disclose the portion of the Confidential Information regarding which it was legally constrained and shall endeavor its best efforts to use all procedures available to ensure that the disclosed Confidential Information remain under secrecy.

The obligations above shall not be applicable to any Confidential Information that (1) prior to its receipt by Third-Party Seller, was already in the public domain or was known by Third-Party Seller by a source other than VTEX, or (2) after the receipt by Third-Party Seller, became public by any means other than as consequence of a violation of its obligation provided hereunder, or (3) has been legally acquired by Third-Party Seller without an obligation of secrecy from a third party which was not under an obligation to keep the secrecy of the Confidential Information, or (4) has .been independently developed by Third-Party Seller.

Intellectual Property

All copyrights or intellectual property rights (jointly referred to as “Intellectual Property”) related to the Seller Portal are and shall remain an exclusive property of VTEX. The use of the content does not grant to Third-Party Seller and third parties any property and ownership on any Intellectual Property rights. These Terms do not grant to Third-Party Seller or third parties any right of use of VTEX’s trademarks and logos.

It shall be strictly forbidden the sale or commercial use of any material made available by VTEX, and Third-Party Seller shall comply with copyrights pursuant to Brazilian Law No. 9.610, of February 19, 1998.

The access to the Seller Portal supplied by VTEX to Third-Party Seller shall not imply any authorization for reproduction of copyrights and Intellectual Property.

Cancellation

VTEX, at its exclusive discretion, may, without prejudice of other measures, at any time, cancel the access to the Seller Portal and remove any and/or all content created by Third-Party Seller in the event of violation of these Terms, without the right to any fine or indemnification.

Without prejudice of the foregoing, for security reasons, VTEX may, at its exclusive discretion, suspend or cancel the registration of Third-Party Seller should VTEX suspect of any illegitimacy, fraud or any act against the Terms.

Third-Party Seller may, at any time, cancel the services by means of a request made by e-mail or through an available service channel, no fine and/or indemnification being due therefrom.

VTEX may cancel or suspend the access to the Seller Portal and Marketplace upon the request of User or should it resolve to discontinue the services.

Miscellaneous

VTEX may choose to make collections relating to the services of the Seller Portal, including transfers of the infrastructure costs, provided that it notifies Third-Party Seller in advance in order to take the applicable measures.

The Parties represent and warrant that they know and understand the applicable anticorruption laws, undertaking (i) not to practice harmful acts before domestic or foreign public administration authorities, as well as refraining to promise, offer or give, either directly or indirectly, by itself or through a third party, any improper advantage to a domestic or foreign public officer or to a third party related thereto; (ii) to implement guidelines and appropriate controls destined to prevent and correct failures, in order to comply with and cause its administrators, employees, contractors and other representatives to comply with the provisions of the anticorruption legislation; (iii) evidence, at the request of the other Party, the effectiveness of such guidelines and controls.

Third-Party Seller fully condemns any practice involving money laundering or terrorism financing and is in strict and rigorous compliance with all applicable obligations under the current legislation in force. In this regard, Third-Party Seller represents and warrants that the funds/assets delivered to VTEX pursuant to these Terms do not represent an illegal activity or an activity that could be deemed illegal. Moreover, the company represents that the assets of Third-Party Seller result from legal and regular business activities and do not result, under any circumstances, either directly or indirectly, from illegal activities or activities that could be deemed illegal in the United States, in Brazil or in any other jurisdiction. Considering the foregoing, Third-Party Seller exempts VTEX from any and all liability that may result from the incorrectness or inaccuracy of such representation.

VTEX reserves the right to discontinue, modify or add resources and services in the Seller Portal in the event of commercial disagreement with partners, low acceptance, performance problems, support problems or strategic reasons.

VTEX reserves the right, at any time, to modify these Terms. Such modifications shall be previously informed to Third-Party Seller and shall be automatically incorporated to these Terms.

These Terms shall be governed and interpreted according to the laws of the Federative Republic of Brazil.

The courts of the City of São Paulo, State of São Paulo, Brazil, are hereby elected to resolve controversies or doubts resulting from the utilization of our site or in connection with these Terms, with the exclusion of any other, however privileged it may be.

The forbearance in the event of a possible violation or delay in the performance of any obligations set forth in these Terms shall not represent novation or affect such rights, which may be exercised at any any time, and nor shall it imply the amendment to the conditions covenanted in these Terms.