TERMS OF SERVICE
Effective as of March 2, 2026.
Welcome to VTEX! By creating a VTEX Account (as defined in Section 1) or using any VTEX Service (as defined below), you agree to be bound by the following terms and conditions (the “Terms of Service”).
In these Terms of Service, “VTEX” refers to the VTEX Contracting Party (as defined in Section 9 below), and “you” and “your” refer to the Store Owner, acting on behalf of the company contracting the VTEX Services and any of its affiliates. “VTEX User” refers collectively to the Store Owner and the Team Members with access to the VTEX Platform.
VTEX provides a digital commerce technology platform that integrates, in a single environment, the core capabilities required to operate and grow a business. Through the VTEX Platform, merchants can structure, operate and scale their stores, with features that include, among others, the integration of multiple sales channels, enabling the sale of products across different digital and physical channels. The platform also offers tools for managing catalog, inventory, orders, payments, logistics, commercial operations, marketing initiatives and customer relationships. Any service or services offered by VTEX are referred to in these Terms of Service as the “Service(s)”. Any new features or tools added to the current Services shall also be subject to these Terms of Service and to any specific terms applicable to such new features or tools (“Add-on(s)”). You may review the current version of the Terms of Service at any time on this page.
You must read, agree to and accept all of the terms and conditions contained in or expressly referenced in these Terms of Service, including the VTEX Privacy Policy and the VTEX Data Processing Addendum (“DPA”), before creating a VTEX Account or using any VTEX Service.
Please read the Terms of Service, including any document referenced herein, for complete information on your legal requirements. By using VTEX or any VTEX Service, you agree to these Terms of Service. These Terms of Service may be updated at any time. Please check periodically for updates.
1. Account Terms
1.1. To access and use the Services, you must register for a VTEX account (the “Account”) by providing information such as your company’s corporate name, business address, a valid email address and any other information indicated as mandatory. VTEX may, at its sole discretion, use valid means to identify and verify the Account information, as well as request additional data and documents, and may reject your application for an Account or cancel an existing Account.
1.2. You confirm that you are receiving the Services provided by VTEX for the purposes of a business activity and not for personal, household or family purposes.
1.3. You acknowledge that VTEX will use the email address provided when opening an Account, or as updated by you from time to time, as the primary means of communication with you (the “Primary Email Address”). You must monitor the Primary Email Address provided to VTEX, which must be fully capable of sending and receiving messages. Your communications with VTEX can only be authenticated if they are sent from your Primary Email Address.
1.4. You are responsible for keeping your password secure. VTEX cannot and will not be liable for any loss or damage arising from your failure to maintain the security of your Account and password. VTEX may require additional security measures at any time and reserves the right to adjust these requirements at its sole discretion.
1.5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services or access to the Services without the express written permission of VTEX.
1.6. You agree not to circumvent, bypass or evade any of the technical limitations of the Services, including to process orders outside of VTEX Checkout, use any tool to enable features or functionalities that are disabled in the Services, or decompile, disassemble or reverse engineer the Services.
1.7. You agree not to use any robot, spider, scraper or other automated means to access the Services or to monitor any material or information on the Services.
2. Account Activation
2.1. Store Owner
2.1.1. For the purposes of these Terms, “Store” means the online store operated through the VTEX platform, including stores hosted on or integrated with third-party websites, as well as any other digital channels or points of sale that may be associated with the account.
2.1.2. The natural person who registers for the VTEX services on behalf of a legal entity and creates an account shall be deemed the Store Owner, and shall be responsible for the use of the account and for the contracted services.
2.1.3. The Store Owner must ensure that the corporate name of the company responsible for the Store, where applicable, is clearly stated and visible on the Store’s website.
2.1.4. By registering, the Store Owner represents that it is authorized to represent and bind such company to these Terms and must use a valid corporate email address.
2.1.5. Each Store may be linked to only one Store Owner. However, a single Store Owner may own and manage more than one Store on the VTEX platform.
2.2. Team Member Access Profiles
2.2.1. The Store Owner may create one or more Team Member Access Profile(s), allowing other individuals to access and use the Store’s account.
2.2.2. Each Team Member Access Profile must be linked to an identifiable name and a valid email address. The Store Owner may define different access levels and permissions for each team member, controlling which Store features and information may be viewed or managed, such as sales data, reports or Store settings.
2.2.3. The Store Owner is responsible for ensuring that all users who access the Store, including employees, partners, service providers or third parties, use the platform in compliance with these Terms of Service. Any use of the account through a Team Member Access Profile shall be deemed to have been carried out under the responsibility of the Store Owner.
2.2.4. Even if the Store Owner delegates activities to third parties, it shall remain solely responsible for compliance with these Terms of Service and for any obligations undertaken towards VTEX.
2.2.5. For the purposes of these Terms, the Store Owner and the users of Team Member Access Profile(s) are each individually referred to as a “VTEX User”.
3. VTEX’s Obligations and Rights
3.1. Provide the Services properly, making available the processing infrastructure necessary for the VTEX Platform to remain available and operate regularly, subject to the limitations, exceptions and conditions set forth in these Terms of Service, including with respect to maintenance, temporary unavailability and events beyond VTEX’s reasonable control.
3.2. Keep the hosting infrastructure up to date with respect to protection programs against criminal or unlawful actions by third parties.
3.3. Provide the applicable standard support for the Services purchased by the User at no additional cost.
3.4. From time to time, VTEX may make beta services available, i.e., new services or features of the VTEX Platform in testing phase, which may be made available for you to test at your discretion. Any use of the testing-phase features of the Beta Services shall be subject to the specific terms applicable to such functionality.
3.5. Maintain an active and up-to-date PCI certification.
3.6. VTEX may immediately suspend or revoke, in whole or in part, access to the VTEX Platform environment if a Security Incident is detected in your environment or any activity that may compromise the security, stability or integrity of the VTEX Platform. This measure is intended to maintain the security of the VTEX Platform and protect all users, and VTEX shall not be liable for any consequences of such suspension or revocation, with the limitation of liability provisions set forth in these Terms of Service applying.
3.6.1. A “Security Incident” is defined as any explicit attack and/or breach of standard security practice that may impair the availability of the Services, the integrity of the Parties’ computers and applications, and the privacy of the Parties’ data and/or property, and may be reported through the monitoring of employees, partners and external parties.
3.7. VTEX shall not be liable for data and information breaches, or vulnerabilities arising from acts, integrations and customizations performed by employees, agents or persons authorized by you to operate the VTEX Platform, including vulnerabilities arising from failure to update application keys.
4. Your Responsibilities
4.1. Make the payments due under these Terms of Service on time, in accordance with Section 5.
4.2. Notify VTEX of any change to your registration data; failing such notice, VTEX shall be entitled to validly rely on the data originally provided.
4.3. Keep the "Contacts" tab in the billing module of the VTEX Platform updated with your financial contacts.
4.4. Be solely and fully liable for the activities under your responsibility or that of your subcontractors and representatives, carried out on the VTEX Platform through the use of the Services, such as: the quality and origin of the products and services sold; and any configuration made on the VTEX Platform by you or third parties acting under your instructions that causes damage, even if VTEX was consulted, releasing VTEX from any liability in this regard.
4.5. Not use the APIs to integrate the VTEX Platform with other software in a manner that circumvents the normal order registration flow, preventing VTEX from receiving the variable percentage on sales ("Take Rate"), which shall be deemed a fraudulent act and shall, in such case, result in compensation to VTEX in an amount equal to 6 (six) times the amount of VTEX’s last monthly invoice to you, and VTEX may unilaterally terminate pursuant to clause 10.3.
4.6. Grant access to the VTEX Platform only to users who need access to perform the activities covered by this Agreement, and be responsible for the activities carried out on the VTEX Platform by all users to whom you have granted access. You hereby agree that you shall be solely and exclusively responsible for the use and operation of the VTEX Platform, including, without limitation, any and all customizations, features and resources added to the VTEX Platform. You further agree that VTEX shall not be liable for any unavailability or security vulnerabilities caused as a result of the implementation or operation of such features and/or customizations, unless previously agreed in writing with VTEX.
4.7. To properly use the Platform, the User shall, at its own expense, have equipment, software, browsers, systems and an internet connection compatible with the technological resources required by VTEX, and VTEX shall not be liable for failures or incompatibilities arising from the User’s environment.
4.8. You acknowledge that full use of the Platform may require engaging complementary third-party services, such as implementation, configuration, customization, integration or specialized technical support services, which are not within the scope of the services provided by VTEX. Such services may be provided by independent third parties, including VTEX-certified partners, and the engagement, management of and responsibility for such services shall be exclusively yours, and VTEX shall not be liable for the acts, omissions, deliverables, performance or results of such third parties.
4.9. You further agree that, if there is a VTEX-certified application (“Certified APP”) substantially similar to the one you intend to integrate with the VTEX Platform, you shall opt to use the Certified APP, refraining from integrating with applications or partners that do not provide Certified APPs. If no substantially similar Certified APP exists and, for that reason, you choose to integrate or use a non-certified application, you acknowledge and agree that VTEX shall have no liability whatsoever for any breach, failures, unavailability, incidents, losses and damages or any harm arising from or related to such integration or to the use of a non-certified APP.
4.10. Not use the VTEX Platform to: (i) display or transmit pornographic material of any kind; (ii) transmit material that is illegal, unlawful, misleading, harassing, defamatory, abusive, fraudulent, threatening, harmful, grossly offensive or otherwise objectionable; (iii) transmit material that contains viruses or any other harmful programs or code; (iv) obtain, post or distribute personal information about third parties without their consent; (v) post or transmit any material that may infringe the copyrights, trademarks, trade dress or other intellectual property rights of any other person or the proprietary rights of a third party; (vi) store files unrelated to your Store’s website; (vii) advocate, assist or describe methods for hacking or breaching security measures; or (viii) offer or conduct activities related to gambling, sweepstakes, lotteries, pyramid schemes or similar schemes; (ix) create an anonymous gateway; (xi) violate any federal, state or local law or regulation of a governmental authority. The User further warrants that it is solely responsible for the products and/or services offered by it through its website, as well as for compliance with any and all rules and laws applicable to the activities carried out on such website.
4.11. You undertake to comply with all applicable laws and regulations relating to integrity, ethics and compliance, including, without limitation, those relating to corruption, money laundering, terrorist financing, fair competition, human rights, and labor and environmental standards in the jurisdiction of this agreement and in any jurisdictions in which you operate. You further represent that (i) you are aware of the VTEX Third-Party Code of Ethics and Conduct ("Code of Ethics") and the other policies available at https://compliance.vtex.com/, and undertake to comply with them and to cause them to be complied with by your officers, employees, agents, representatives and subcontractors; (ii) your activities and funds, as well as those of your shareholders, are lawful; and (iii) you will immediately notify VTEX of any investigation, proceeding, complaint or indication of a violation of the laws and integrity standards applicable to the performance of this Agreement, as well as any cases of conflict of interest and corporate changes deemed material, with VTEX being released from any liability for the falsity or inaccuracy of this representation. Failure to comply with the obligations set forth in this clause shall be deemed a breach of this instrument that is not capable of cure or remedy, and VTEX may terminate this Agreement for cause with immediate effect, regardless of any notice.
4.12. You acknowledge that, upon first accessing the VTEX Platform, all Master Data modules (a database solution for end-consumer data) will be inaccessible to external access. If you publish Master Data for external integrations and views, you shall be solely and fully liable for losses and damages, including, without limitation, those arising from data leaks occurring on the VTEX Platform, and shall hold VTEX harmless from any related liability towards third parties. You further understand that encryption is the most appropriate method for protecting information and undertake to use it whenever possible.
4.13. You shall maintain the application keys (“Application Keys”) at security levels expected by the market throughout the term of this Agreement, without making any public disclosures and protecting them against any unauthorized access. In addition, you agree to periodically rotate the Application Keys during the term of the Services.
4.14. Vulnerability testing, security scans, penetration tests or any other type of security assessment of the VTEX Platform or its infrastructure without the prior express authorization of VTEX is expressly prohibited. Any unauthorized security testing shall be deemed a violation of these Terms of Service and may result in the immediate suspension of the Account.
4.15. If you identify anomalous behavior, a security flaw or a potential vulnerability in the VTEX Platform, you undertake to: (i) immediately notify VTEX through the official support channels; (ii) immediately cease any interaction with the identified vulnerability; (iii) refrain from collecting additional evidence, carrying out further exploitation or disclosing the vulnerability to third parties before it is fixed by VTEX; and (iv) cooperate with VTEX in investigating and fixing the vulnerability. Failure to comply with this obligation may result in the immediate suspension or cancellation of the Account.
4.16. You acknowledge that failure to fulfill your responsibilities and any violation of these Terms of Service may result in the immediate suspension and cancellation of your Store, without prejudice to any other applicable legal remedies.
5. Payments
5.1. In consideration for the Services provided by VTEX, you agree to the applicable commercial conditions (“Payment Terms”), as defined at the time of contracting or as subsequently updated, upon VTEX’s issuance of an invoice, with a period of 15 (fifteen) days for payment by you to VTEX.
5.2. Invoices are made available in the administrative environment of the VTEX Platform and, if you have any questions, you should contact VTEX Help or email contasapagarbr@vtex.com.br.
5.3. Billing Entity. The VTEX entity responsible for issuing invoices and receiving payments under this Agreement (the “Billing Entity”) shall be determined based on the tax identification number and business address provided by you in the Registration Form (the “Billing Country”). If VTEX has a legal entity duly incorporated and registered for tax purposes in your Billing Country, such VTEX entity shall be the Billing Entity. If VTEX does not have a legal entity in your Billing Country, the Billing Entity shall be the VTEX entity identified for your Billing Country in Clause 12.6 or, in the absence thereof, VTEX ECOMMERCE PLATFORM LIMITED.
5.3.1. You shall promptly notify VTEX in writing of any change to your billing information, including any change to your Billing Country, by sending such notice to the email address of the then-current Billing Entity, in accordance with the notice requirements set forth in Clause 12.6. If, following such notice, your Billing Country changes to a country in which VTEX has a legal entity duly incorporated and registered for tax purposes, VTEX is authorized to update the Billing Entity accordingly, effective as of the date on which VTEX confirms receipt of such notice, without the need for any amendment to this Agreement. If VTEX does not have such a legal entity in the new Billing Country, the Billing Entity shall remain the previously applicable entity or, at VTEX’s sole discretion, shall be updated to the VTEX entity determined to be the most tax-efficient, taking into account your new Billing Country.
5.4. The Payment Terms may include charges for (i) a monthly fee, (ii) a percentage applied to the Store’s eligible GMV (“Take Rate”), (iii) amounts relating to franchise accounts, subject to any limit on the number of accounts included in the plan, (iv) additional resources, features or services not included in the originally contracted plan, as well as (v) any exemptions, allowances or special conditions, where applicable.
5.5. You acknowledge that VTEX may, at its sole discretion, discontinue specific commercial programs, in which case the commercial conditions then in effect may be maintained for the period stated in the discontinuation notice, where applicable.
5.6. Any delay in any payment entitles VTEX, until payment is made, to restrict your access to the administrative environment of the VTEX Platform, such that you will be able to access such environment but will not be able to make changes to prices or products or change any conditions related to your e-commerce. For the avoidance of doubt, this does not entail the suspension of the Services and your Store, which may only be suspended after payments are 60 days overdue.
5.7. All prices set forth in the Payment Terms are inclusive of taxes; therefore, any change in the applicable tax legislation may give rise to (1) an increase in the prices under the Agreement; or (2) the addition of taxes stated separately on the invoice, without changing the price, depending on the nature of the aforementioned change.
6. Confidentiality
6.1. All information exchanged between the Parties in connection with the Services, before or after entering into the Terms of Service, by any means, including technical, commercial, financial, operational, strategic or VTEX Platform-related information, shall be deemed Confidential Information, whether or not identified as such.
6.2. Confidential Information shall not include information that: (i) must be disclosed by law or by order of a competent authority; (ii) is or becomes public without breach of this Agreement; (iii) has been independently developed by the Receiving Party; or (iv) has been lawfully obtained from third parties without an obligation of confidentiality.
6.3. The Receiving Party undertakes to use the Confidential Information solely for the performance of the Services, to protect it with the same degree of care it uses for its own confidential information, and to immediately report any improper use or disclosure.
6.4. Confidential Information may be shared with employees, affiliates, partners or service providers who need to know it for the performance of the Terms of Service, with each Party being responsible for the acts of its representatives.
6.5. Upon request or upon termination of the Terms of Service, the Confidential Information shall be returned or destroyed, and the confidentiality obligations shall remain in effect.
6.6. The obligations set forth in this section shall remain in effect during the term of the Terms of Service and for 5 (five) years after its termination.
7. Intellectual Property
7.1. The VTEX Platform and all intellectual property rights therein, including improvements and developments, are exclusively owned by VTEX, which holds the rights necessary to authorize its use. This agreement does not grant any rights to VTEX’s trademarks, trade names or other distinctive signs, and their modification, challenge or registration, whether directly or indirectly, is prohibited.
7.2. The data entered by you remains your property, and VTEX is authorized to use it on an anonymized and aggregated basis for purposes of product improvement, market analysis and infrastructure sizing.
7.3. The Parties authorize the mutual use of trademarks and logos to announce the launch of the online store and the publication of up to two interviews per year, subject to mutual consent, which shall be presumed after 7 (seven) business days of silence.
8. Limitation of Liability and Indemnification
8.1. You expressly understand and agree that, to the extent permitted by applicable law, VTEX and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses resulting from or relating to the use of or inability to use the Service or these Terms of Service (whatever the cause, including negligence).
8.2. You agree to indemnify and hold harmless VTEX and, where applicable, its parent company, subsidiaries, affiliates, partners, officers, directors, agents, employees and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party resulting from or arising out of (a) your breach of these Terms of Service or the documents incorporated herein by reference; or (b) your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including, without limitation, refunds, fraudulent transactions, alleged or actual violation of applicable laws (including, without limitation, federal and state consumer protection laws) or breach of the Terms of Service by you.
8.3. You shall be liable for any breach of the Terms of Service by your affiliates, agents or subcontractors as if such breach had been committed by you.
8.4. Your use of the Services is at your sole risk. The Services are provided “as is” and “as available”, without any warranty or condition, whether express, implied or statutory.
8.5. VTEX will use its best efforts to maintain the stability of the VTEX Platform. You acknowledge and agree that, during the provision of the Services, occasional system unavailability may occur, for which VTEX shall not be held liable, including, without limitation:
8.5.1. Failures in processing online sales and/or overload of the hosting infrastructure due to changes to the VTEX Platform settings for which you or a third party engaged by you are responsible, including VTEX IO applications developed by third parties or store customizations not originally available on the VTEX Platform.
8.5.2. Any interruptions required to perform technical adjustments or maintenance of the VTEX Platform, which VTEX will notify with reasonable advance notice of no less than 48 (forty-eight) hours. In most scenarios, scheduled maintenance does not impact the sales flow of VTEX customers, although it may occasionally cause higher-than-usual latency. In any event, VTEX always seeks to perform such scheduled maintenance during off-peak hours, to minimize the impact on its customers’ sales.
8.5.3. Any emergency intervention arising from the need to preserve the security of the VTEX Platform, intended to prevent or stop hacker activity or to implement emergency and security solutions for the VTEX Platform. Since these are serious emergency situations, VTEX shall have no obligation to notify you in advance of any interruption of the VTEX Platform, as such situations jeopardize the regular operation of the VTEX Platform, and in order to ensure the security of all users against detected vulnerabilities, including, without limitation: (i) Zero Day Vulnerabilities, (ii) DDoS Attacks, (iii) Exploitation of vulnerabilities with access to information systems, and (iv) Ransomware Attacks.
8.5.4. Suspension of the Services by order of competent authorities, in the event of your breach of these Terms of Service or receipt of a judicial notice alleging that you or your content infringes third-party intellectual property rights.
8.5.5. VTEX will notify you of the receipt of the notice, and you will have 2 days to remedy the situation.
8.5.6. If the maximum daily limit of visitors accessing the VTEX Platform is exceeded, such limit being twice the daily average of visitors over the last 60 (sixty) days, provided that you have not notified VTEX at least 7 (seven) days in advance of any circumstance that may subject the VTEX Platform to an unusual load. Although the VTEX Platform is auto-scalable, if traffic increases suddenly without VTEX having been notified of such trend and having prepared for such increase, there may be a risk of instability on the VTEX Platform.
8.5.7. Cases of overload, unavailability or slowness caused by you or a third party engaged by you via WebService (API), data imports through the administrative environment, or external queries to proprietary or third-party services to the VTEX system. In such case, if necessary, VTEX may temporarily suspend the Services. An information flow 10 (ten) times greater than the average recorded in the fifteen days prior to the occurrence shall be deemed an overload.
8.5.8. Instability of software and services beyond VTEX’s control, such as, without limitation, interruptions in core telecommunications networks or in the core services of the public cloud provider.
8.6. VTEX does not warrant that the Services will be uninterrupted, timely, secure or error-free.
8.7. VTEX does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
8.8. VTEX shall not be responsible for any of your tax obligations or liabilities related to the use of the VTEX Services.
8.9. VTEX does not warrant that the quality of any products, services, information or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Service will be corrected.
9. VTEX Contracting Party
9.1. If the Store’s billing address is located in Brazil, this clause shall apply:
9.2. For the purposes of these Terms, “VTEX Contracting Party” means VTEX BRASIL TECNOLOGIA PARA E-COMMERCE LTDA, a private legal entity enrolled with the Brazilian National Registry of Legal Entities (CNPJ/MF) under No. 05.314.972/0001-74, municipal registration No. 3.186.697-2, with its principal place of business at Av. Brigadeiro Faria Lima, nº 4.440, 10º andar, Itaim Bibi, São Paulo/SP, Brazil, Zip Code (CEP) 04538-132.
9.3. Where the contracted Services include specific features, products or activities subject to their own regulation, the VTEX Contracting Party shall be the entity expressly designated to provide such services, solely with respect to such features, with VTEX Brasil remaining responsible for the other services provided under these Terms.
10. Term and Termination
10.1. The term of these Terms of Service shall commence on the date on which you complete your registration to use a Service and shall continue until terminated by us or by you, as provided below (the "Term").
10.2. You may cancel the Account and terminate the Terms of Service after 12 months of use by contacting VTEX customer service and following the specific instructions provided in VTEX’s response to you.
10.3. Without limiting any other remedies, VTEX may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance, prior investigation or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service shall be without prejudice to any rights or obligations that arose prior to the termination date.
10.4. If you decide to terminate the Agreement without cause before 12 months of use, you shall be charged, in addition to the Total Voucher due and not yet paid, the Termination Amount, defined as: the amount equal to the average of the payments due in the 3 months prior to termination multiplied by the number of months remaining until the end of the Agreement.
10.4.1. Payment deadline for the Termination Amount: within 15 (fifteen) days after your notice of termination of the Agreement.
10.5. Upon termination of the Services by either party for any reason:
(i) VTEX will cease providing the Services to you, and you will no longer be able to access your Account;
(ii) Unless otherwise provided in the Terms of Service, you will not be entitled to any refund of any Fees, whether pro rata or otherwise;
(iii) Any outstanding balance owed to VTEX for the use of the Services through the effective date of termination shall become immediately due and payable in full; and
(iv) Your Store website on VTEX will be taken offline.
10.6. If, on the date of termination of the Service, you have any outstanding payments, you will receive a final invoice by email. Once such invoice has been paid in full, you will not be charged again.
11. Modifications
11.1. VTEX reserves the right, at its sole and exclusive discretion, to update or change any part of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that have a material adverse effect on your use of the Services or your rights under the Terms of Service. Such notice will be sent by email to the Primary Email Address, displayed in the Admin or made available by similar means. However, VTEX may make changes that have a material adverse effect on your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate or offensive. Unless otherwise stated in VTEX’s notice (if applicable), changes to the Terms of Service will take effect immediately upon publication of the updated terms.
11.2. VTEX may change the Payment Terms upon prior notice. VTEX will provide you with 30 days’ notice before any changes to the Payment Terms. Such notice will be sent by email to the Primary Email Account, displayed in the Admin or made available by similar means. VTEX shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
12. General Provisions
12.1. The Terms of Service, including the documents incorporated by reference, constitute the entire agreement between you and VTEX and govern your use of the Services and your Account, superseding any prior agreements between you and VTEX (including, without limitation, any prior versions of the Terms of Service).
12.2. Termination of Prior Agreements. Upon your acceptance of these Terms of Service, all agreements, commercial proposals, amendments and other instruments previously entered into between you (or your affiliates) and VTEX (or its affiliates) that relate, in whole or in part, to the Services shall be automatically terminated, by operation of law and without the need for any further formality. These Terms of Service fully supersede them. However, the following shall remain enforceable: (i) the amounts due for Services provided up to the date of acceptance; and (ii) the obligations which, by their nature, are intended to survive termination, such as confidentiality, data protection and intellectual property.
12.3. You hereby authorize VTEX to share the Store’s registration data with VTEX ecosystem partners for purposes of developing the Services.
12.4. You undertake to display the VTEX signature (“Powered by VTEX”), in the form of its logo containing a hyperlink to its website, on all items accessible to users of the VTEX Platform.
12.5. VTEX’s failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision, or part of a provision, of these Terms of Service is held, for any reason, to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision (or the unaffected part of the provision) of the Terms of Service, and the Terms of Service shall be construed as if such invalid, illegal or unenforceable provision, or part thereof, had never been included in the Terms of Service.
12.6. The law governing any dispute or legal action arising out of or relating to this Agreement, as well as the courts having jurisdiction to hear such dispute or action, depend on the applicable VTEX entity, as set forth below:
| VTEX Entity | Governing Law | Exclusive Jurisdiction | Payments/Fees Contact |
| VTEX ECOMMERCE PLATFORM LIMITED | United Kingdom | London, England | europe-receivables@vtex.com |
| VTEX ARGENTINA S.A. | Argentina | Buenos Aires, Argentina | arg-receivables@vtex.com |
| VTEX BRASIL TECNOLOGIA PARA E-COMMERCE LTDA | Brazil | São Paulo, Brazil | contasareceber@vtex.com |
| VTEX CHILE SPA | Chile | Santiago, Chile | chi-receivables@vtex.com |
| VTEX COLOMBIA TECNOLOGÍA PARA ECOMMERCE SAS | Colombia | Bogotá, Colombia | col-receivables@vtex.com |
| VTEX MEXICO SOLUCIONES EN ECOMMERCE S. DE R.L. DE C.V. | Mexico | Mexico City, Mexico | mex-receivables@vtex.com |
| PERU TECNOLOGIA PARA ECOMMERCE S.A.C. | Peru | Lima, Peru | per-receivables@vtex.com |
| VTEX COMMERCE CLOUD SOLUTIONS LLC | New York | New York, United States | us-receivables@vtex.com |
By accepting these Terms, under the conditions of Clause 2, you, as the contracting party, confirm that you have read, understood and agreed to them in their entirety, and no handwritten signature or witnesses are required.