Terms & Conditions Retail Media (Ad Tech)

These Terms and Conditions ("Terms") govern the use, by the Publisher, of the VTEX AdTech solution ("Product"), made available by VTEX ECOMMERCE PLATFORM LIMITED, a company duly incorporated under the laws of England and Wales, with registered address at 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ, enrolled under VAT number GB278404189, or its Affiliates, as applicable pursuant to Section 13 (Governing Law and Jurisdiction) below (jointly and severally, "VTEX")"

By (i) clicking "I have read and accept" or an equivalent mechanism during the registration, activation or configuration flow of the Product, or (ii) installing, accessing or otherwise using the Product, the legal entity on whose behalf such act is performed ("Publisher") expresses its full and unconditional adherence to these Terms, which shall bind VTEX and the Publisher (jointly, the "Parties" and, individually, a "Party").

WHEREAS:

A. The Publisher wishes to use the "VTEX AdTech" product ("Product"), developed by VTEX, by adhering to these Terms.

B. For purposes of these Terms, "Advertiser" means the third party that makes payments to the Publisher seeking to increase the visibility and relevance of its products, in exchange for the display of advertisements with priority ranking on the Publisher’s website.

By adhering to these Terms, the Parties bind themselves, and any successors, to the following:

1. PRODUCT SCOPE AND DESCRIPTION

1.1. Product (VTEX AdTech). The Product is a VTEX development that enables the Publisher to create, edit and manage, on its own and without VTEX’s interference, advertising campaigns on its website, through an application integrated into the Publisher’s online store, including the analysis and measurement of such advertising campaigns.

1.2. These Terms set forth the conditions under which products already available for sale on the Publisher’s online store may be displayed with priority, in a sponsored format, on the Publisher’s website, in exchange for consideration paid by Advertisers.

1.3. The Publisher shall use the Product as its exclusive solution for displaying advertisements in search results on its online store. The Parties acknowledge that, at VTEX’s sole discretion regarding the Product’s features, all results of a given search performed on the Publisher’s website may display advertisements arising from the Product.

1.4. The Publisher hereby authorizes (i) the enabling, within the Product’s administrative environment, of the sponsored-product display settings; and (ii) the installation, by VTEX, of the applications required for the Product to operate on the Publisher’s online store.

1.5. VTEX may run test campaigns on test environments in the Publisher’s online store, and no such test campaign shall trigger any charge to the Publisher under the Fee set forth in Clause 4.

1.6. VTEX is authorized to share with other companies of its economic group, or with third parties, information relating to the Publisher’s metrics of use of the Product, including, without limitation, end-customer searches, sales volumes, clicks per product and most-searched terms, on an aggregated and/or anonymized basis. The Parties acknowledge that this Clause 1.6 prevails over the confidentiality provisions of these Terms, and that the sharing authorized herein shall not constitute a breach of confidentiality between the Parties.

2. ACCEPTANCE, CAPACITY AND AUTHORITY TO ACT

2.1. By accepting these Terms, the individual performing the acceptance — whether by clicking, electronic confirmation, or by installing or using the Product — represents and warrants, on their own behalf and on behalf of the legal entity they represent ("Publisher"). The individual declare that (a) hold all necessary powers, whether by law, bylaws, contract or delegation, to represent the Publisher and to bind the Publisher to these Terms, with the same legal effect as a handwritten signature; (b) the Publisher is a legal entity duly organized and validly existing under applicable law, with full capacity to enter into and perform the obligations set forth in these Terms; and (d) that they have read, understood and fully agree with the content of these Terms, the Data Processing Addendum (DPA) and VTEX’s Privacy Policy, referenced in Clause 7.2.

2.3. The electronic acceptance of these Terms, as set forth in this Clause 2, constitutes a valid and effective expression of will for all legal purposes, and dispenses with the need for a handwritten signature.

3. OBLIGATIONS

3.1. The Parties acknowledge that the Publisher already has, on its online store, products available for sale, which may be the subject of the advertising placed through the Product.

3.2. The Publisher shall request VTEX to integrate the Product into its online store, providing the information necessary to activate the advertisements. VTEX shall make such integration available within 7 (seven) days of the Publisher’s request. Once an advertising campaign has been activated, the Publisher may not interrupt it without giving VTEX reasonable prior notice.

3.3. The Publisher acknowledges that, under no circumstances, shall VTEX be liable for any indirect, moral, punitive or consequential damages, lost profits, lost business opportunities, or data loss arising from activities carried out through the Product, and undertakes to take all measures necessary to have VTEX excluded from any claim related to such activities.

3.4. VTEX does not guarantee any minimum performance, increase in traffic, conversions, or financial return resulting from the use of the Product, and the Publisher shall be solely responsible for the results obtained.

3.5. Without prejudice to the limitation of liability set forth in Clause 3.3, should VTEX be held liable for any indemnification under these Terms, VTEX shall in no event be required to pay indemnification exceeding the total amount paid by the Publisher to VTEX with respect to the campaign that gave rise to the damage, pursuant to Clause 4. If more than one damage-causing event occurs within the reference period, the amounts owed shall be aggregated and capped at the limit set forth in this clause.

3.6. The Publisher acknowledges and accepts that VTEX may store, in the VTEX Platform’s database, data owned by the Publisher arising from the use of the Product. The Publisher authorizes the sharing of such data with VTEX for the purpose of improving VTEX’s products and services, including the use and/or commercialization, by VTEX, of aggregated data with third parties, for purposes such as market benchmarking, publications and trend studies.

3.7. The Publisher is solely and exclusively responsible for decisions relating to the configuration, management and pricing (including, without limitation, Cost per Click — CPC) of the advertisements placed through the Product on its online store, including the insertion, modification or removal of any advertisements, without any interference by VTEX in this regard.

3.8. VTEX may, at its sole discretion and without any obligation to do so, provide periodic reports on the performance of campaigns run through the Product, as well as suggest changes to optimize them.

4. FEE AND PAYMENT TERMS

4.1. Fee (Take Rate). In consideration for the use of the Product, the Publisher shall pay VTEX a fixed percentage, as made available on checkout, on the gross amounts received by the Publisher from Advertisers in exchange for the display of advertisements through the Product (the "Fee"), net of all taxes applicable under local law.

4.2. VTEX shall issue the corresponding invoice for calculation and collection of the Fee, and payment shall be due by the Publisher within 15 (fifteen) days of the invoice being issued.

4.3. Invoices will be made available in the Product’s administrative environment. For any questions, the Publisher may contact VTEX through VTEX Help or by email according to the applicable VTEX entity and the corresponding e-mail address indicated in the table set forth in Section 13.

4.4. Any delay in the Publisher’s payment of the Fee authorizes VTEX to suspend the operation of the Product until payment is made.

4.5. For purposes of calculating the Return on Ad Spend ("ROAS") metric, only sales directly attributable to the advertised product shall be considered.

4.6. Any change in applicable tax legislation may result in additional taxes being itemized on the invoice, without any change to the Fee percentage set forth in Clause 4.1.

4.7. Billing Entity. The VTEX entity responsible for issuing invoices and receiving payments under this Agreement ("Billing Entity") shall be determined based on the tax identification number and business address provided by the Publisher in the Registration Form ("Billing Country"). Where VTEX has a legal entity duly incorporated and tax-registered in the Publisher's Billing Country, such VTEX entity shall be the Billing Entity. If VTEX does not have a legal entity in the Publisher's Billing Country, the Billing Entity shall be the VTEX entity identified for the Publisher's Billing Country in Section 13 (Governing Law and Jurisdiction), or, in its absence, VTEX ECOMMERCE PLATFORM LIMITED.

4.7.1. The Publisher shall promptly notify VTEX in writing of any change to its Billing Information, including any change to its 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 Section 13 (Governing Law and Dispute Resolution). If, following such notice, the Publisher's Billing Country changes to a country where VTEX has a legal entity duly incorporated and tax-registered, VTEX is authorized to update the Billing Entity accordingly, effective as of the date VTEX confirms receipt of such notice, without requiring 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 entity previously applicable or, at VTEX's sole discretion, be updated to the VTEX entity that VTEX reasonably determines to be the most tax-efficient in light of the Publisher's new Billing Country.

4.7.2. The Publisher is solely responsible for providing accurate and up-to-date tax identification and business address information. Invoices issued by the Billing Entity shall include the taxes applicable under the laws of its jurisdiction (e.g., withholding taxes, import-of-services taxes, VAT/GST, or municipal service taxes, as applicable), and the Publisher shall bear any additional costs, penalties, or tax gross-up resulting from inaccurate or outdated information it has provided.

5. TERM

5.1. These Terms shall be effective as of the date of acceptance by the Publisher, for an initial term of 12 (twelve) months, automatically renewed for successive and equivalent periods, unless either Party terminates these Terms pursuant to Clause 6.

6. TERMINATION

6.1. Either Party may terminate these Terms, without penalty or indemnification, upon at least 30 (thirty) days’ prior notice to the other Party.

6.2. VTEX may suspend or terminate these Terms immediately and without any liability, if the Publisher breaches any material obligation set forth in these Terms, including misuse of the Product, non-compliance with compliance rules, or infringement of intellectual property rights.

7. PERSONAL DATA PROTECTION

7.1. The Publisher, acting as data controller, shall process Personal Data within the Product independently from VTEX, which remains in the position of data processor. The Publisher represents and warrants that it has the legal basis and, where required, the consent of data subjects to use Personal Data in connection with the operation of the Product. The Publisher shall be solely and fully liable, in connection with the use of the Product, for: (i) any violation of the Applicable Law at the administrative, judicial or extrajudicial level, including security incidents involving Personal Data; (ii) responding to data subjects’ requests and any other controller obligations set forth in the Applicable Law; and (iii) damages caused to third parties as a result of the use of the Product, including violations of personality rights and intellectual property rights.

7.2. The following documents are incorporated into, and form an inseparable part of, these Terms: the Data Processing Addendum (DPA), available at https://compliance.vtex.com/dataprocessingaddendum; VTEX’s Privacy Policy, available at https://vtex.com/br-pt/vtex-privacy-policy/; and VTEX’s Security Practices, available at https://vtex.com/us-en/security/security-practices/. These documents may be updated by VTEX, in which case the Publisher will be notified pursuant to Clause 11.

8. INTELLECTUAL PROPERTY

8.1. Ownership of, and all proprietary rights in, the VTEX Platform and the Product are and shall remain the exclusive property of VTEX, including, without limitation, any new developments, features and improvements, even if introduced based on the Publisher’s comments or suggestions. VTEX represents that it holds the rights necessary to authorize the Publisher’s use of the Product. The Publisher may not modify or remove any VTEX trademark or trade name appearing on the Product. Nothing in these Terms grants the Publisher any right in VTEX’s trademarks or trade names.

8.2. The Publisher may not challenge, nor assist any third party in challenging, VTEX’s trademark, trade name or registration thereof, nor seek to register any trademark or trade name likely to cause confusion with VTEX’s trademark or trade name.

9. SOCIAL RESPONSIBILITY AND COMPLIANCE POLICIES

9.1. The Parties declare that they are fully aware of the VTEX Code of Ethics and Conduct for Third Parties ("Code of Ethics"), available at https://vtex.com/us-en/compliance/ethics/, and the Anti-Corruption and Money Laundering Prevention Policies, available at https://vtex.com/us-en/compliance/policies-and-procedures/, and undertake to observe, for themselves, their managers, agents, representatives and employees, their principles and guidelines throughout their relationship with each other or with third parties related to the purpose of the Agreement.

9.2. The Parties undertake to immediately notify each other of any undue payment or advantage, offered, requested or received, involving public authorities, in connection with the performance of these Terms, which may constitute a breach of this clause or of applicable law.

9.3. The Parties strongly disavow any practice involving money laundering or the financing of terrorism, and undertake to strictly comply with applicable legislation on the matter. The Publisher represents and warrants that the funds directed to VTEX under these Terms do not originate from illicit activities, and derive exclusively from lawful business activities.

9.4. The Parties represent that no public official, or person related thereto, will receive, directly or indirectly, any benefit or advantage as a result of these Terms.

9.5. The Parties undertake to promptly notify each other of the occurrence of any act that breaches this Clause 9, and to cooperate with any related investigations, except where they are subject to a duty of secrecy or confidentiality imposed by law or by a competent authority.

9.6. The Parties undertake to respect and promote diversity, to refrain from any form of prejudice, discrimination or retaliation, and to support the eradication of sexual exploitation and slave-like labor, as well as to prevent sexual and moral harassment within their organizations.

9.7. Any breach of the obligations set forth in this Clause 9, or of any applicable anti-corruption law, shall be deemed a non-curable breach of these Terms, entitling either Party to terminate these Terms for cause, with immediate effect, regardless of any prior notice.

10. CONFIDENTIALITY

10.1. All information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with these Terms, whether before or after their acceptance, including, without limitation, information relating to the VTEX Platform, the Product, technology, cloud architecture, data flows, security information, test results, financial, technical or technological data, business plans and strategies, forecasts, know-how, trade secrets, pricing policies, research, inventions, processes, designs, models, computer programs, and data relating to customers, employees or suppliers, shall be referred to as "Confidential Information."

10.2. The following shall not be deemed Confidential Information: (i) information disclosed pursuant to a legal obligation or an order of a court or governmental authority; (ii) information that is or becomes public without breach by the Disclosing Party; (iii) information independently developed by the Receiving Party; or (iv) information obtained from third parties without breach of any confidentiality obligation.

10.3. The Receiving Party shall: (i) treat the Confidential Information with the same degree of care it uses to protect its own confidential information; (ii) promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware; and (iii) use the Confidential Information solely for the purposes of these Terms.

10.4. Each Party may disclose Confidential Information to employees, agents, affiliates and subcontractors who need it to perform these Terms, provided they are bound by confidentiality obligations at least as protective as those set forth herein, and each Party shall be liable for the acts and omissions of such third parties.

10.5. Upon termination of the relationship between the Parties, the Receiving Party shall, at the Disclosing Party’s discretion, return or destroy all Confidential Information in its possession, and shall remain bound by the obligations of this Clause 10 notwithstanding such return or destruction.

10.6. The Parties acknowledge that a breach or failure to perform their respective obligations under this clause may cause immediate and irreparable harm to the other Party that could not be adequately compensated, and that, in the event of any such breach or failure, and in addition to any other remedies available at law or in equity, the affected Party shall be entitled to seek preventive relief before any competent court or jurisdiction, without the need to prove actual damages or to post a bond or other security.

10.7. The confidentiality obligations set forth herein shall remain in effect during the term of these Terms and for 5 (five) years thereafter.

11. AMENDMENTS TO THESE TERMS

11.1. Unilateral Amendment. VTEX may amend this T\&C at any time by posting an updated version on its website, indicating the effective date of the change. VTEX shall notify active Publishers of any material change by previous written notice. Continued use of the Services by the Publisher after such effective date constitutes acceptance of the amended T\&C; if the Publisher does not agree with the amendment, its sole remedy is to terminate the Agreement pursuant to Section 6.1.

11.2. If the Publisher does not agree with the notified amendments, it may terminate these Terms pursuant to Clause 6, before the amendments take effect, without incurring any additional penalty on that specific ground. Continued use of the Product by the Publisher after the amendments take effect shall be deemed acceptance of the new terms.

12. GENERAL PROVISIONS

12.1. These Terms, together with the DPA and VTEX’s Privacy Policy, constitute the entire agreement between the Parties with respect to their subject matter, superseding any prior understandings, whether oral or written. In the event of any conflict between these Terms and such documents, the provisions most specific to the matter at hand shall prevail.

12.2. Any failure by either Party to timely enforce any provision of these Terms, or any right related thereto, shall not be construed as a waiver or novation of such rights, nor shall it affect the validity of these Terms.

12.3. These Terms are entered into on a non-exclusive basis, and the Parties remain free to enter into similar agreements with third parties.

12.4. Communications between the Parties under these Terms shall preferably be made electronically, to the email address provided by the Publisher upon registration and to VTEX’s official support channels, and shall be deemed received on the date of sending, upon confirmation of delivery.

12.5. The rights and obligations set forth in these Terms may not be assigned or transferred by the Publisher, in whole or in part, without VTEX’s prior written consent. VTEX may assign its billing rights under these Terms to one of its holding companies, without requiring the Publisher’s prior approval.

13. GOVERNING LAW AND DISPUTE RESOLUTION

The law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on the VTEX entity applicable, as provided below:

*By accepting these Terms in accordance with Clause 2, the Publisher confirms that it has read, understood and agreed to their entirety, and no handwritten signature or witnesses are required.*