OF USE AND GENERAL CONDITIONS OF VTEX COMMERCIAL PARTNERSHIP PROGRAM
VTEX and Partner, when jointly called Parties and individually Party.
ATTENTION: ALL THE RELATIONSHIP BETWEEN VTEX AND THE PARTNER SHALL BE REGULATED BY THIS AGREEMENT AND ITS ACCEPTANCE BY THE PARTNER IS INDISPENSABLE AND MANDATORY FOR THE AVAILABILITY OF THE SERVICES THEREOF ON THE VTEX PLATFORM.
By accepting this Agreement, Partner agrees to all the terms and the conditions set forth herein. VTEX reserves the right at any time, and in its sole discretion, to change any conditions set forth in this Agreement. If any of these changes is significant, the Partner will be notified in advance by e-mail. If the Partner does not agree to the conditions set out below, Partner shall not continue to participate in the Commercial Partnership Program.
Customer(s): means VTEX customers, that are, companies that have online stores and use the VTEX e-commerce platform in order to operate their sales online.
Platform or VTEX Platform: means the e-commerce platform owned and operated by VTEX.
Commercial Partnership Program: means VTEX’s program that allow Partners to offer a wide range of Services to VTEX Customers.
Services: means the Services that the Partner, in accordance with its corporate purpose and know how, is able to offer to VTEX Customers through the Platform, such as, development of website and applications, system integrators and APIS, among others.
2. General Provisions
2.1. By participating in the Commercial Partnership Program, whose conditions are established in this Agreement, the Partner may offer, through VTEX Platform, its Services to VTEX Customers and Platform users.
2.2. VTEX makes no warranty to Partner that its Customers will preferentially contract the Services provided by Partner. Thus, is not granted to Partner any guarantee of minimum volume of contracting by Customers when participating in the Commercial Partnership Program.
2.3. VTEX also does not offer any privilege or exclusivity for Partner to offer its Services on the Platform. The Partner agrees that VTEX may accept in its Commercial Partnership Program, third parties that provide services or products identical or similar to the one provided by the Partner.
3. Partner Account
3.1. In order to provide the Services on the Platform, the Partner, when a natural person, must be over 18 years of age and, when a legal entity, be duly incorporated, registered and in compliance with all regulations requested by its business activity (including but not limited to the Board of Trade, City Hall, Federal Revenue, among others), and fill out a registration form with the information requested by VTEX and necessary for the creation of the access of its account. The Partner shall bear civil and criminal responsibility for the veracity of the information declared, as well as undertakes to keep the data duly updated, under penalty of impossibility to access and offer the Services in the Platform.
3.2. To create the account, Partner must provide an email or username and password that shall be for personal use and not transferable by the account manager. Partner is solely responsible for all the activities in your account and agrees to always maintain the security and confidentiality of the information in the performance of the Services.
3.3. The Partner shall bear any losses or damages that may arise from improper use or guardianship of its access, as well as, but not limited to, the disclosure of the password, loss or unauthorized use by third parties.
3.4. The Partner shall communicate to VTEX in any case of security risk to the personal and exclusive use of its access account so that the access password could be blocked and changed.
4. Partner Responsibilities
4.1. Without prejudice to other obligations established by law, these are the responsibilities of the Partner:
(i) To have technical qualification to provide the Services; (ii) To provide the Customer with all necessary information for the execution of the Services, in a clear and precise manner; (iii) To initiate and finalize the execution of the Services with punctuality, always notifying the Customer of any unforeseen circumstances that cause delays in the execution of the same; (iv) To treat the Customer with cordiality and respect; (v) To include in the Platform all the information regarding the provision of the Services without any inaccuracies, including but not limited to price, availability to provide the Services etc; (vi) To assume all liens, obligations and expenses related to the exercise of its activity; (vii) To respect civil, consumer, labor and environmental legislation in what is applicable to the execution of the Services; (viii) To assume any and all liability arising from debits, damages or losses that it causes, directly or indirectly, to VTEX, Clients, and / or any third party; (ix) To obtain all authorizations, permits or registers necessary for the exercise of its activity; (x) To perform all the payments to VTEX in accordance with the terms and conditions set forth in the commercial proposal available in the Platform; (xi) To Proceed with the partnership with VTEX and the provision of Services to Customers with good faith and probity, not using fraudulent and / or illegal means of any nature or that violate morality and good manners.
5. VTEX Responsibilites
5.1. Without prejudice to other obligations established by law, VTEX responsibilities are:
(i) To carry out a preliminary evaluation of the Partner's profile, analyzing the characteristics and technical qualification, in order to be able to offer the Services using the Platform; (ii) Keep the VTEX Platform up to date and in full operation, under best effort regime, 24x7x365 subject to the exceptions set forth in clause 5.2 below; and (iii) To provide maintenance services to the Platform in case of unavailability of the Platform.
5.2. VTEX does not provide any guarantee that the Platform will be available uninterrupted and / or will always be free of any errors or interruptions. Thus, VTEX shall not be liable for any damages, including lost of profits, caused to the Partner or to the Customer by virtue of any interruption in the Platform’s operation.
5.3. The Platform may also be unavailable for technical reasons or failures of internet services or for any other reason of fortuitous event or force majeure, outside the control of VTEX. In this situation, which also includes the dependence on telecommunications services and software provided by third parties, VTEX can not be held liable for any damages or losses caused to the Partner or Customer, including lost of profits.
5.4. VTEX, as a sole licensor of the Platform, shall not be liable for any rights and obligations agreed between Partner and Customer, including but not limited to any joint and subsidiary liability for the payment of the Services contracted by the Customer.
5.4.1. In view of the provision above, the Partner shall, as its sole discretion, suspend the execution of the Services due to the Customer's default.
6. Fees and Payment
6.1. To participate in the Commercial Partnership Program, Partner shall pay to VTEX the amounts set forth in the commercial proposal available in the Platform according to the terms and conditions thereof.
7. Term and Termination
7.1. This Agreement shall commence on this date and shall remain in full force, for an indefinite period, and may be terminated in the following events:
(i) In the event of a breach of any obligation established in this Agreement, provided that such breach can not be remedied by the default Party or, if it is remedied, is not remedied within five (5) days counted on the receiving of a notification by the inocente Party. In the event of this hypothesis, the infringing Party shall be liable for the payment of the losses and damages that it has proven to have caused to the affected Party; (ii) Extinction or decree of bankruptcy of the opposing party or judicial recovery; and (iii) At any time, at no charge to the Parties, provided that one Party notifies the other Party with fifteen (15) days in advance.
8.1. For the term of this Agreement and for two (2) years as of the end of its term, with or without cause, each of the Parties undertakes not to use, except for the purposes established in this instrument and in accordance with the Laws that regulates the Services set forth herein (except its partners, administrators, employees and employees who need such information to comply with the obligations assumed), any information about the opposing party, its operations , customers, partners, industrial or commercial secrets, techniques and commercial strategies, databases, software, know-how, assets and liabilities, which it will have access to as a result of the formalization of this Agreement shall be considered as “Confidential Information”.
8.2. The obligation of confidentiality stipulated in this Clause shall not apply:
(i) With regard to information that is already publicly known at the time of signing this Agreement;
(ii) With respect to those Confidential Information that, although confidential at the date of signature of this Agreement, will become public knowledge, without default of any of the Parties or third party linked to them; and
(iii) When there is a legal obligation to disclose, by virtue of a law or a judicial decision, that Confidential Information must be provided exclusively to those persons who, by virtue of such legal obligation or judicial decision, should receive them, considering that the other Party shall be informed in advance of such obligation.
9. Intellectual Property
9.1. Partner is aware that all rights related to the VTEX Platform including, but are not limited to, trademarks, logos, trade names, data, texts, images, graphics, drawings, sounds, codes, presentations, audio and video belongs to VTEX or a third party licensed to it and its reproduction, modification, distribution, sale or use for any purpose constitutes in a violation of VTEX's copyright, trademark and / or other rights.
9.2. Any use or exploitation that violates the terms of item 9.1 and / or the current Brazilian legislation on Copyright gives VTEX the right to determine the immediate removal of the content, without prejudice to liability arising from liability for damages to VTEX and / or third parties, as well as civil and criminal sanctions under the law.
10. Independent Parties
10.1. The Parties declare, for all purposes, that they are independent and autonomous Parties. This Agreement does not create any form of relation between them, including, but not limited to, representation, association, formation of economic group, joint venture, employment relationship or similar. Partner undertakes to exempt VTEX from any liabilities related to any claim of recognition of relation between the Partner and its employees or agents with VTEX, further obliging itself to defend and indemnify VTEX in case of any action that may be brought against it.
11. Limitation of Liability and Compensation
11.1. VTEX Platform is presented "as it is" for the purposes of the Partner offering its Services. The Partner declares that it understands and accepts the possibility of errors, intermittency or unavailability of the Services. VTEX is not responsible for any damages resulting from errors or interruption of the provision of Services to Customers.
11.2. VTEX declares that it will use all reasonable efforts to prevent the existence of viruses or any other harmful element existing on the Platform, and the Partner understands and accepts the use of the Platform by exempting VTEX from any damages suffered as a result of the Platform being downloaded or used infected or defective.
11.3. VTEX shall not be liable for any direct, indirect, material, moral, damages, loss of profits, data or any other damages arising from the performance of Services performed by the Partner to Customers, which shall be contracted directly between these parties and under which VTEX has no control, interference or responsibility, whether direct or indirect.
11.4. It is expressly agreed that if VTEX is notified, summoned or even condemned due to non-compliance at the proper time of any obligation attributable to the Partner, originating from this Agreement, whether tax, labor, social security, consumer or any other kind, and in the event that VTEX is obliged to make any payment to any third party, Partner shall reimburse any amounts expended by VTEX within the non-extendable term of 5 (five) days counted from VTEX's request, under penalty of not charging him with a 1% (one percent) fine on the amount of compensation and monetary correction by the IGM-M.
12. Governing Law and General Provisions
12.1. Partner may not assign the rights and obligations set forth in this Agreement to third parties, without the prior and express approval of VTEX.
12.2. Partner represents and warrants that it has obtained and will maintain up-to-date any license, approval, authorization, license, certificate or other document necessary to achieve the purpose of this Agreement, before the competent governmental authorities or before any third party.
12.3. Any omission or forbearance of either Party to require the strict performance of the obligations established herein or to exercise any right arising from this Agreement shall not constitute novation or waiver, nor shall it affect your right to exercise it at any time.
12.4. In the event that any Clause, term or provision of this Agreement shall be declared void or unenforceable, such nullity or unenforceability shall not affect other Clauses, terms or provisions contained herein, which shall remain in full force and effect, unless disregard of term or provision deemed to be void or unenforceable significantly impairs the balance of this Agreement.
12.5. This Term is governed by the Brazilian laws and specific provisions that apply. The courts of the Capital District of the State of São Paulo shall be elected as the sole authority to settle any disputes and / or claims that may involve the Parties.