VTEX App Store Terms and Conditions of Use
Updated on September 9, 2020
These VTEX App Store Terms and Conditions of Use regulate the use of the subscription and distribution service for applications developed on VTEX IO, offered by COMPANHIA BRASILEIRA DE TECNOLOGIA PARA E-COMMERCE S.A., 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 CNPJME under No. 05.314.9720001-74, hereinafter referred to as “VTEX”, to its clients (“VTEX Clients”), and their use is conditioned to the full acceptance of the terms and conditions of use transcribed below, as well as of the respective Master Services Agreement (“MSA”) executed by and between VTEX and VTEX Client.
In order to access, use or install any APP made available on VTEX App Store, User (as defined hereinbelow) expressly declares, by their free and spontaneous will, that they are aware of and accept all provisions contained in these Terms.
User declares to be aware of the APP Terms of Use they intend to access, use or install. VTEX is not liable for Third Parties’ Applications.
Should User be a minor or declared incapable in any respects, they will need the permission from their legal guardians, who shall also adhere to these Terms.
Without prejudice of the provisions of these Terms, User shall comply with all other agreements, terms and conditions regulating their relationship with VTEX, including, without limitation, the Master Services Agreement (as defined hereinbelow) available on https://vtex.com/us-en/agreements and the Term of Use of the APP they intend to access, use or install.
1. GENERAL DEFINITIONS
1.1. In these Terms, unless otherwise expressly stated or required by the context: (a) reference to the singular includes a reference to the plural and vice-versa and reference to the masculine gender includes reference to the feminine gender and vice-versa; (b) reference to a provision of law is also a reference to such provision as amended or restated; (c) the terms “including”, “include” or “includes” shall be considered to be followed by the phrase “without limitation” or “but not limited to”; and (d) the headings and titles of the provisions of these Terms are merely for reference purposes and shall not affect their interpretation.
1.2. The following words and expressions, when used in these Terms, shall have the following meanings:
“APP”: means a web application developed by VTEX or third parties and made available on VTEX App Store to its Clients to be installed on a free-of-charge basis or upon the payment of a monthly subscription or payment for use, as presented in the installation of the APP or in the APP Terms of Use, as an extension tool to the VTEX Platform.
“VTEX App Store” means an online environment repository of web applications developed by VTEX or third parties, accessed through the link (https://apps.vtex.com).
“Personal Data”: means any User’s data that relates to an identified or identifiable natural person, to the extent that such information is protected as personal data under applicable Data Protection Laws.
“Data Protection Laws”: means all laws and regulations, including binding regulations of Brazil, United States of America, the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data in the ambit of these Terms.
Master Services Agreement” means the Agreement executed by and between Client, represented by User, and VTEX.
“Processing”: means any operation or set of operations involving Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission and dissemination.
“VTEX Platform” means the VTEX-owned online solutions software for e-commerce for companies promoting and selling products andor services online.
“Services” means the services made available by the APPs with the purpose of adding new functionalities to the VTEX Platform.
“Terms”: means the VTEX App Store Terms and Conditions of Use that regulate the relationship between VTEX and User.
“APP Terms of Use” means the Terms and Conditions of Use of the application chosen by User. The APP Terms of Use shall be made available by the Application Provider. These Terms regulate the relationship between the Application Provider and User. VTEX is not liable for Third Parties’ Applications.
“User”: means a VTEX Client signatory of the Master Services Agreement, which will navigate through the VTEX App Store, authorized by Client, in their name, or as representative of a legal entity, which will carry out the installation of applications and the registration of information such as, but not limited to, store logo, description, country, segment, type of store, commission, account, name, e-mail and telephone for sharing with other APPs users.
“Developer” means the company or individual responsible for creating the APP, which may be created by VTEX or by a third party, which holds the rights to the software marketed and distributed on the VTEX App Store.
“VTEX IO” is VTEX’s own development platform, on which it is possible to create new applications by VTEX or by third parties.
“Application Provider” is the third party responsible for all development, updating and application services made available at VTEX App Store. It is exclusively responsible for the APP developed code.
“Third Party’s Application”: means a web application developed by a third party, either an individual or a legal entity, and made available on VTEX App Store by an Application Provider. The Third Party’s Application is made available to its Clients to be installed on a free-of-charge basis or upon the payment of a monthly subscription or payment for use, as presented in the installation of the APP or in the APP Terms of Use, as an extension tool to the VTEX Platform.
“VTEX Application”: means a web application developed by VTEX and made available on VTEX App Store to its Clients, to be installed on a free-of-charge basis or upon the payment of a monthly subscription or payment for use, as presented in the installation of the APP or in the APP Terms of Use, as an extension tool to the VTEX Platform.
2. PURPOSE
2.1. The purpose of these Terms is to regulate the use of VTEX App Store by User.
2.2. VTEX Platform makes available VTEX APP Store, on which several APPs that may be installed and accessed by Users are available. Any User wishing to install and access any APP must create a duly registered VTEX account, by making available their Personal Data andor data of the legal entities that User represents for registration purposes.
2.3. User declares, under the penalties of law, to be aware on the contracting of the Services, as well as all information provided to the APP is true, being fully and exclusively liable for any and all information supplied, as well as for all APP contracting it carries out on the VTEX Platform in their name, or in the name of any company they represent. VTEX shall not be liable for any damage caused by a unauthorized User.
2.4. User acknowledges, moreover, that these Terms shall be observed and faithfully complied with under penalty of cancellation, blocking of use of VTEX App Store and APPs and other applicable measures, regardless of previous notice. VTEX reserves the right to take all measures set forth herein even in cases of suspicion or threat of violation of the Terms.
2.5. User is forbidden to remove, hide or change any information, news, notices, logos, trademarks or any materials protected by the legislation in force that are displayed on any APP.
3. PERSONAL DATA PROTECTION
User declares that they have read the Terms of Use of the APP that they wish to access, use or install and has ensured that the developer and Application Provider of the APP chosen by the User follows the rules of Personal Data Protection. VTEX is not responsible for Third Party Applications.
3.1. VTEX shall perform the Processing of Personal Data as made available on VTEX App Store in accordance with the applicable Data Protection Laws. All VTEX collaborators and employees with access to Personal Data are deemed to be bound in writing to keep the confidentiality of such Personal Data.
3.2. User declares that they have read, are aware of and accepts the provisions of VTEX Privacy Policy, which is an integral part of these Terms, as set forth in full in the following link: https://compliance.vtex.comgdprpoliciesvtex-privacy-policy.
3.3 User agrees that the routines of access to the APP may be recorded and monitored by VTEX development team and that all information and data supplied may be used exclusively with the purpose of providing performance improvements, functionality adjustments and corrections and improvement of the system as a whole. Such information shall not be shared or made available to any person or company other than the VTEX group, such as, without limitation, partners, service providers, agencies, consultants or other Users.
3.4. User agrees that, when applicable, the APP will be considered as a Data Operator, making available infrastructure only. Under no circumstances shall the APP made available by VTEX be considered as the Controller of Personal Data for purposes of the Personal Data Protection Laws. The provisions of the MSA shall apply.
4. SERVICE
4.1. User declares to be aware of the APP Terms of Use they intend to access, use or install. VTEX is not liable for Third Parties’ Applications.
4.2. For using the Services available in any APP, User shall certify that it has a compatible software (last recommended andor necessary version) and access to Internet, since the functioning of the APP andor the performance of the Service may be affected by such factors.
4.3. User understands and accepts that no guarantee shall be offered by VTEX in connection with the functioning of the Services of any APP made available on VTEX App Store and with the ongoing availability on the part of VTEX.
4.4. The APPs may be made available without charge on VTEX App Store to its Users, or the Services may be charged at any time, at VTEX’s exclusive discretion, by means of subscription plans or commercial models to be presented to User at the time of contracting of the Services offered by the APP. In the event of change of prices and conditions in the contracted plan, User will be informed thereof in advance.
4.4.1. The APPs may have their plans and charges changed at any time without respecting a specific index, by giving a previous notice to the Users affected by the change with at least thirty (30) days in advance.
4.5. VTEX shall not be liable for issues involving subscription in third parties’ services that may be required for the utilization of any APP.
5. SUBSCRIPTION
5.1. User agrees and accepts that some APPs may allow User to purchase access to content or Services by subscription (“Paid Subscriptions”). Paid Subscriptions are automatically renewed until the APP is uninstalled.
5.1.1. The Application Provider has the right to cancel the Paid Subscription of User, upon the occurrence of any failure in the method payment in the event of any subscription renewal. Certain Paid Subscriptions can offer a free evaluation before being charged. If User resolves to cancel the Paid Subscription before the beginning of the charging, they shall uninstall the APP with at least 24 hours in advance to the end of the evaluation period offered.
6. USER’S OBLIGATIONS
6.1. When using any APP, User expressly and unequivocally declares that it is in agreement with these Terms and the APP Terms of Use, and undertakes:
a. Not to violate any provision of these Terms;
b. To supply true registration data, in conformity with the local legislation
c. Not to make available untrue information (e.g., purposeful and voluntary disclosure of information that User knows is untrue or notoriously untrue) andor practice criminal misrepresentation;
d. Not to practice any act against good faith and uses and costumes of the virtual communities, which may offend any third parties’ right;
e. Not to commit fraud;
f. Not to violate or infringe third parties’ rights, in particular intellectual property rights, contractual rights and intimacy & privacy rights;
g. Not to propagate, distribute or transmit destructive codes, whether or not they have caused real damages;
h. Not to collect Personal Data or commercial data, including, but not limited to, e-mail addresses andor names of any Internet resource, for commercial, political, charitable or other purposes, without the consent of the owners of such data or other legal grounds or basis authorizing such collection;
i. Not to reproduce, replicate, copy, alter, monitor, modify, create derivative works from, sell or resell any APP andor Service or part thereof, which are not in the public domain;
j. Not to carry out or encourage illegal activities, including, but not limited to, promoting or facilitating the access, use or sale of dangerous substances or devices;
k. Comply with all applicable laws, norms, rules, principles and regulations;
l. Use the APP solely for the purpose expressly provided in these Terms.
7. APP AVAILABILITY
7.1. User acknowledges that VTEX App Store will make available APPs developed by VTEX (“VTEX Application”) and APPs developed by third parties (“Third Party’s Application”).
7.2. VTEX acts as an agent for Application Providers in the supply of VTEX App Store and is not a party to the sales agreement or user agreement between User and Applications Provider.
7.3. Any Application installed by User is governed by the APP Terms of Use. The Application Provider of any Third Party’s Application is solely responsible for its content, guarantees and claims User may have in connection with the Third Party’s Application.
8. VTEX LIABILITY LIMITATION
8.1. Without prejudice of the provisions of the Master Services Agreement, VTEX shall be expressly exempted from any liability for any damages incurred by User or by third parties, which, by any means, result from or are related to the use of any APP and Services made available therein, including, without limitation, direct, indirect, moral, punitive and consequential damages, loss of profits, loss of opportunities and loss of data, regardless of any notice.
8.2. By way of example only, VTEX shall not be liable for:
8.2.1. Errors andor interruptions in the use of the APP and its Services, as well as the correct functioning of its modules and integrations.
8.2.2. Assuring that the APP or VTEX Platform will function free of losses, errors, defects, attacks, viruses, Trojans, malwares, worm, bot, backdoors, spywares, rootkit, interferences, hacker activities or security holes, and User expressly waives any right they may have in this regard.
8.2.3. Situations of “acts of God” or “force majeure” as contemplated by article 393 of the Brazilian Civil Code.
8.2.4. Violations of data and information resulting from (i) acts of employees, representatives or persons authorized by User to operate the APP or VTEX Platform, or (ii) criminal or irregular actions by third parties that cannot be avoided because they are outside the limits of technical predictability when they occur.
8.2.5. User’s inability to enjoy the Services, when the reason arises from (i) termination or cancellation of the Paid Subscription of the APPs; (ii) discontinuation, by VTEX, of the offer of a specific APP on VTEX Platform; (iii) demands of services which VTEX is not required to provide.
8.2.6. Any investments, expenses or commitments undertaken by User in connection with these Terms or with the use by User of the APPs and Services available therein;
8.2.7. Damages relative to any unauthorized access to the APPS or VTEX Platform, as well as the modification, exclusion, destruction, damage, loss or failure in the storage of any content or data of User.
8.3. User expressly agrees to be the only party responsible for any damages and risks caused by the installed APP and the use thereof.
8.4. User agrees that they are contracting the application and their services in their as-is state, being aware that there are not guarantees regarding the supply and provision of these services before VTEX.
8.5. Should VTEX be held liable for issues relative to the subject-matter of these Terms, under no circumstance shall it bear damages in excess of ten thousand reais (R$ 10,000.00).
9. CONFIDENTIALITY
9.1. Upon the acceptance of these Terms, User shall have access to information on the APP in its functional, operational, strategic, conceptual, visual and innovating respects (“Confidential Information”).
9.2. User undertakes to avoid the disclosure, publication, replication or sharing of data, screens, codes, logics and confidential resources of the APP, as well as not to copy and reproduce under any form or store the Confidential Information, under any form.
9.2.1. Every Confidential Information supplied to User and respective employees or collaborators, either in writing (including electronic records) or verbally, shall be treated under the strictest confidentiality.
9.3. User undertakes to maintain the Confidential Information in secrecy, applying the same level of care and discretion to avoid the disclosure, publication or dissemination of such Confidential Information to any third party than that applied to their own similar information which they do not wish to be disclosed, published or disseminated.
9.4. Should User become legally required to disclose any of the Confidential Information, they shall promptly notify on such obligation. Moreover, User shall solely disclose the portion of the Confidential Information regarding which they were legally requested, as well as endeavor its best efforts to use all procedures required to ensure that the Confidential Information thus disclosed remain in secrecy.
9.4.1. The obligations above shall not be applicable to any Confidential Information that, (1) previously to its receipt by User has become public or reached User by a third source, or (2) after the receipt by User, has become public by any means other than as a consequence of a violation of their obligation as provided herein, or (3) has been legally acquired by User without a secrecy obligation by a third party which would not be under the obligation of keeping the secrecy of the Confidential Information, or (4) has been independently developed by User.
10. INTELLECTUAL PROPERTY
10.1. The title and the rights of ownership on the APP and Services available therein are and shall remain the title and ownership of Developer and Application Provider, it being authorized the use of the APP and of the Services only by User, pursuant to the APP Terms of Use. User shall not modify or remove any identification of VTEX trademark or commercial name from the places where they appear on the APP or VTEX Platform. Nothing contained herein shall be understood as granting or having granted to User any right on VTEX trademark and its commercial name.
10.2. User shall not contest or assist or cooperate with third parties to contest the trademark or commercial name of VTEX or their registration, nor shall they seek to register any trademark or commercial name that could cause confusion with the trademark or commercial name of VTEX.
10.3. The access supplied to User does not imply any authorization for the reproduction of the copyrights and intellectual property owned by VTEX.
11. SUBSCRIPTION CANCELLATION
11.1. The Application Provider may, at its exclusive discretion, without prejudice of other measures, suspend the access by User and remove any andor all content created by User through the APP, at any time, in the event of violation of these Terms or of the APP Terms of Use, without the right of any fine or indemnification in favor of User.
12. GENERAL PROVISIONS
12.1. VTEX reserves the right to discontinue, modify or add APPs resources on VTEX App Store, at any time and at its exclusive discretion.
12.2. VTEX reserves, further, the right, at any time, to modify these Terms. Such modifications shall be made available on VTEX website and shall be automatically incorporated to these Terms.
12.3. In the event of omission of these Terms, the provisions of the Master Services Agreement shall apply.
12.4. The Parties agree that these Terms shall be governed by and construed in accordance with the laws indicated in the Master Services Agreement executed by and between User and VTEX, and all controversies resulting out of these Terms shall be resolved in accordance with the conflict resolution method indicated in the respective Master Services Agreement.
12.5. The waiver in the event of any nonperformance or delay in the performance of any obligations set forth in these Terms shall not constitute novation or affect such rights, which may be exercised at any time, nor shall it imply the amendment of the conditions set forth in these Terms.
