Capitalized terms shall have the meaning ascribed to them below:
The Services shall be available for purchase, upon execution of the Foresight Agreement, to any client or partner of VTEX ("Eligible Users"), including any of its subsidiaries, branches and companies within the VTEX group.
The Platform facilitates self-paced learning via video classes spanning diverse subjects within the ecommerce knowledge dimensions, which are divided into modules. Upon completion of each module and successfully passing the respective credentials, Users shall be eligible to acquire their digital badges. Moreover, the Platform fosters interaction among members through community features.
Subject to execution of the Foresight Agreement and the terms described thereunder, Eligible Users may contract the Services in a package of a certain number of licenses to be granted to the individual Users, where one license will be granted to each email address provided by the Eligible Users. Users shall then be granted a license to access the Platform for the period of 12 months along with enrollment to 12 exams of any credential of choice within the available options in the Platform. Users shall register for the respective exams and comply with the applicable guidelines established for each of them in the Platform.
Where a certain individual User ceases to provide services to the Eligible User or such Eligible User wishes to exchange the holder of the license that entitles access to the Platform within the contracted package of licenses, the Eligible User shall request the change via e-mail to foresight@vtex.com. The email must contain the name and email address of both the former and future holders of the license to the Platform. VTEX shall have 7 days to reply and perform the requested access modification as instructed by the User.
The Services are administered by the Company.
The Online Courses are for training purposes only. VTEX will not accept any responsibility to any party for the use of the Course Materials for any purpose other than training for educational purposes, including but not limited to, the giving of advice by Usersto any third party.
The Course Fee shall be invoiced and paid in accordance with the terms set forth in the Foresight Agreement.
5.1. Users are mandated to adhere to all pertinent laws and regulations during their utilization of the Platform, including when taking exams.
5.2. Users bear sole responsibility for their interactions and content disseminated within the community feature.
5.3. Users are explicitly proscribed from engaging in any activities that may give rise to fraud, misuse, or abuse of the Services, including but not limited to:
a. Attempting to gain unauthorized access to the Platform or its systems.
b. Disrupting the seamless operation of the Platform.
c. Engaging in reverse engineering, decompiling, or attempting to derive the source code of the Platform.
d. Uploading, posting, transmitting, or making available any content that contravenes applicable laws or is otherwise objectionable.
e. Impersonating another individual or entity.
f. Misrepresenting affiliation with the Company.
g. Infringing upon the rights of others.
6.1. If Users are unable to access an Online Course in the Platform, VTEX will use reasonable endeavours to provide a solution where it has direct control over the system, software or settings involved. If the issue lies with your hardware, systems, software or settings thereof, VTEX may, in its discretion, provide assistance to you to help you resolve the issue but we cannot guarantee that any assistance provided will resolve your issue.
6.2. Users hereby acknowledge that periods of downtime may be required in respect of the information technology infrastructure connected to the Website and that technical assistance may not be available during such periods of downtime. Users will not have a claim for breach of contract or otherwise in respect of such period of unavailability.
6.3. VTEX will use reasonable endeavours to make the Online Courses available but cannot guarantee uninterrupted, timely or error free availability or that defects will be corrected. VTEX reserves the right to suspend access to the Platform for the purpose of scheduled or emergency maintenance, repairs or upgrades to improve the performance or functionality of the Platform.
6.4. Users also accept and acknowledge that VTEX cannot be held responsible for any delay or disruptions to your access to the Online Courses as a result of such suspension or any of the following:
(a) the operation of the internet and the world wide web, including but not limited to viruses;
(b) any firewall restrictions that have been placed on your network or the computer you are using to access the Online Courses;
(c) failures of telecommunications links and equipment; or
(d) updated browser issues.
7.1. All content provided on the Platform is proprietary to the Company or its licensors and is safeguarded by intellectual property laws.
7.2. In consideration of receipt by VTEX of the Course Fee and upon execution of the Foresight AgreementVTEX grants to Users a non-exclusive, non-transferable license to access the Platform and use the Course Materials content for the sole purpose of studying for the Online Courses. The license granted is for the use of Course Materials by an individual student only.
7.3. You may not modify, copy, reproduce, re-publish, sub-license, sell, upload, broadcast, post, transmit, make available, disseminate or distribute in any way the Online Courses, any content displayed in the Platform or any of the Course Materials. You may not modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer any software forming part of the Course Materials or create derivative works based on the whole of or any part, or which incorporate, the Course Materials into any software program. Access to the Online Courses and use of the Course Materials not expressly permitted by these Terms and Conditions is strictly prohibited and will constitute an infringement of either VTEX’s copyright or VTEX’s other intellectual property rights.
Users must abide by the Company's Code of Conduct and Ethics and Compliance Policy, available at https://vtex.com/us-en/compliance/ethics/.
9.1. The Company shall not be held liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with the utilization or unavailability of the Platform.
9.2. The exclusions and limitations of liability contained in these Terms and Conditions do not apply to a party’s liability: (i) for fraud or wilful default; (ii) for death or personal injury caused by its negligence; or (iii) where such limitation or exclusion cannot lawfully be excluded.
9.3. Except as set out in these Terms and Conditions, VTEX shall not be responsible for losses that result from its failure to comply with these Terms and Conditions including, but not limited to, losses that fall into the following categories:
(a) indirect or consequential losses;
(b) loss of income or revenue;
(c) loss of business;
(d) loss of anticipated savings; or
(e) loss or corruption of data
9.4. VTEX is not responsible for any data that you lose either (a) as a result of accessing the Platform or the Course Materials; or (b) during completion of any Online Courses via the Platform. It is your responsibility to ensure that you regularly save and back up (i) all data which you hold on the computer from which you are accessing the Online Courses and the Course Materials; and (ii) all data that you are inputting when completing the Online Courses.
9.5. Save as otherwise set out in this section “Limitation of Liability”, VTEX’s maximum aggregate liability to you for any claims that you may have against VTEX for direct loss in contract, tort or otherwise arising out of or in connection with these Terms and Conditions, the Online Courses, your use of the Course Materials and any technical support shall be limited to the amount of the Course Fee which has been paid, or is payable, by you.
9.6. VTEX will not be held responsible for any delay or failure to comply with its obligations under these Terms and Conditions if the delay or failure arises from any cause which is beyond VTEX’s reasonable control. This condition does not affect your statutory rights.
9.7. Each provision in this Clause 8 shall be construed separately as between you and VTEX. If any part is held to be unreasonable, inapplicable, or unenforceable, but would be valid if some part thereof was deleted such provision shall apply but with such modification as may be necessary to make it valid and effective.
Users shall be entitled to cancel the Services upon termination of the Foresight Agreement, pursuant to the provisions set forth therein.
Should termination occur 15 days following execution of the Foresight Agreement, Users shall be entitled to a reimbursement of 100% of the amounts paid as Course Fee. After this 15-day period, no refunds will be granted, and there will be no possibility of reducing the number of subscriptions per user.
11.1. VTEX will provide the Course Materials in accordance with the Online Course's description, which is set out on the Platform.
11.2. VTEX expects you to take reasonable care to verify that the Online Courses and Course Materials in question will meet your needs. VTEX does not make any commitment to you that you will obtain any particular result from your use of the Online Courses or Course Materials or that you will obtain any particular qualification on completion of the Online Courses.
11.3. Considering that the Online Courses' subjects are constantly being updated and constantly changing, VTEX does not make any representation, guarantee or commitment to you that the Online Course or Course Materials will be error-free.
11.4. VTEX does not make any commitment that the Online Courses or Course Materials will be compatible with or operate with your software or hardware.
11.5. All representations, warranties and/or terms and/or commitments not expressly set out in these Terms and Conditions (whether implied by law, conduct, statute or otherwise) are hereby excluded to the maximum extent permissible at law.
These Terms and Conditions, and any other matters arising out of or in relation to the Platform, are governed by and construed in accordance with the laws of England. You agree to submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise out of or in connection with these Terms and Conditions.
By accessing the Platform, Users signify their agreement to abide by the terms stipulated in the Company's Privacy Policy, available at [link].
These Terms and Conditions constitute the entire agreement between Users and the Company concerning the utilization of the Platform, superseding all prior agreements and understandings.
14.1. The Company reserves the right to amend these Terms and Conditions at its discretion. Users shall be duly notified of any such modifications.
14.2. No failure or delay by VTEX in exercising any right or remedy under these Terms and Conditions shall operate as a waiver of that right or remedy or shall affect its ability to subsequently exercise that right or remedy. Any waiver must be agreed by VTEX in writing.
14.3. If any of the provisions of these Terms and Conditions are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, such legal defect shall not imply on the validity and enforceability of its remaining provisions, which shall remain in full force and effect.
All notices under this Agreement must be made in writing and will be deemed delivered to the recipient:
15.1. if delivered by hand, at the time of delivery;
15.2. if sent by means of an internationally recognised courier, at 4.30 pm on the third business day following dispatch; or
For the purpose of notices under this Agreement, set out below are the notice details the Company:
VTEX
Attention to: Legal Department
Address: 100 Avebury Boulevard, Milton Keynes, MK9 1FH, England
Email: legal@vtex.com.br
