Terms of Service for Veza.io Web App

1. Introduction

Welcome to the Veza.io web app ("Platform"), operated by Veza White Label Marketplace ("Company", "we", "us", or "our"). By using the Platform, you agree to be bound by these Terms of Service and any other guidelines, rules, or policies posted on the Platform, including our Privacy Policy, Cookie Policy, and Refund Policy. If you do not agree with these Terms of Service, please do not use the Platform.

2. Definitions

In these Terms of Service, the following terms shall have the meanings set out below:

"Buyer" refers to a user of the Platform who purchases services from Sellers.

"Seller" refers to a user of the Platform who offers and provides services to Buyers.

"Scope of Work" means the document outlining the specific terms and conditions of a project agreed upon between a Buyer and a Seller.

"Confidential Information" refers to any non-public information, including but not limited to trade secrets, business plans, financial information, and customer data, disclosed by one party to another in connection with the Platform or a project.

3. Eligibility

By using the Platform, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into and be bound by these Terms of Service. If you are accessing or using the Platform on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms of Service.

4. Account Registration

In order to access certain features and services on the Platform, you may be required to create an account. You agree to provide accurate and complete information when creating your account and to keep this information up-to-date. You are responsible for maintaining the confidentiality of your account credentials and for any activities that occur under your account. If you suspect any unauthorized access or use of your account, please contact us immediately at partners@veza.io.

5. Platform Services

The Platform serves as a marketplace for buyers and sellers of digital marketing services to connect and transact with each other. Services available on the Platform may include, but are not limited to, search engine optimization, content creation, social media management, and email marketing. Users can search for sellers, post projects or request for proposals (RFPs), and sellers can bid on projects. All communications between buyers and sellers should be conducted through the designated Slack Connect channels.

6. Fees and Payment

The Platform charges a 20% transaction fee on the total amount of each completed project. Additionally, users are required to pay a monthly subscription fee of $99 to access the Platform. The subscription can be canceled with 30 days' notice. Payments will be processed through Stripe Connect. Users are responsible for any taxes, fees, or other charges associated with the use of the Platform.

7. Scope of Work and Communication

For each project, a separate Scope of Work will be agreed upon and signed by both the buyer and seller prior to the start of the project. The Scope of Work will outline milestones, expectations, and payment terms. Once the Scope of Work is signed, the buyer and seller will be placed in a Slack Connect channel for communication. Veza White Label Marketplace will also be a part of the Slack channel, acting as a moderator. Both parties will need to have a designated point of contact with all messages tagging the individual in the conversation. Buyers and sellers can utilize Slack Huddles for verbal communications. If the buyer wants to use the seller for additional services not agreed upon in the Scope, they must keep those communications outside of Slack and back on the Marketplace to decide and transact.

8. Confidentiality

Both buyers and sellers agree to maintain the confidentiality of any Confidential Information they receive from each other or from the Platform. Confidential Information must not be disclosed to any third party without the prior written consent of the disclosing party, unless required by law. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms of Service; (b) is already known to the receiving party at the time of disclosure; or (c) is independently developed by the receiving party without access to the Confidential Information. Upon the completion of a project or upon the request of the disclosing party, the receiving party shall return or destroy any Confidential Information in its possession, subject to any applicable legal or regulatory requirements.

9.Intellectual Property

Intellectual property rights, such as copyrights, trademarks, and patents, in any work created or provided by the seller as part of a project, shall be owned by the buyer upon full payment of the agreed-upon fees, unless otherwise specified in the Scope of Work or a separate agreement. The seller grants the buyer a non-exclusive, worldwide, royalty-free, irrevocable license to use, reproduce, modify, and distribute the work for any purpose, subject to the terms of any applicable agreements between the parties.

10.Community Guidelines

Users of the Platform are expected to adhere to our community guidelines, which include maintaining professionalism, respecting other users, and promptly responding to messages. In case of any violations, we reserve the right to take appropriate action, which may include suspending or terminating user accounts or banning users from the Platform.

11.Indemnification

Users agree to indemnify, defend, and hold harmless Veza White Label Marketplace, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to their use of the Platform, their violation of these Terms of Service, or their infringement of any third party's rights.

12.Platform Access and Limitations

Access to the Veza.io Platform is provided on an "as-is" and "as-available" basis. We do not guarantee that the Platform will be free of bugs, errors, or interruptions, and we disclaim any liability for any issues that may arise in connection with the use of the Platform. We reserve the right to modify, suspend, or discontinue the Platform, or any part thereof, at any time and without notice.

13.Governing Law and Arbitration

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms of Service or the use of the Platform shall be resolved by arbitration in Dover, Delaware, in accordance with the then-current rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs.

14.Contact Information

If you have any questions or concerns about these Terms of Service or your use of the Platform, please contact us at partners@veza.io.

15.Separate Policies

For more information on how we process personal information and use cookies, please refer to our separate Privacy Policy and Cookie Policy.

16.Modifications to Terms of Service

We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. Your continued use of the Platform after any such change constitutes your acceptance of the new Terms of Service. Please review this document periodically for any changes.

17.Termination

We may terminate or suspend your access to the Platform, at our sole discretion, without prior notice or liability, for any reason, including but not limited to your breach of these Terms of Service. Upon termination, your right to use the Platform will immediately cease. The provisions of these Terms of Service, which by their nature should survive termination, shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

18.Disclaimer of Warranties

Your use of the Platform is at your sole risk. The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

19.Limitation of Liability

In no event shall Veza White Label Marketplace, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages), resulting from your use of the Platform or any services provided thereon.

20.Severability

If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions of these Terms of Service shall remain in full force and effect.

21.Waiver

Our failure to enforce any right or provision of these Terms of Service will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Veza White Label Marketplace.

22.Assignment

You may not assign your rights or delegate your obligations under these Terms of Service without our prior written consent. We may assign our rights or delegate our obligations under these Terms of Service at our sole discretion and without notice.

23.Entire Agreement

These Terms of Service, together with our Privacy Policy, Cookie Policy, and any other agreements or policies incorporated by reference, constitute the entire agreement between you and Veza White Label Marketplace and govern your use of the Platform, superseding any prior agreements between you and us with respect to the Platform.

24.Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms of Service, to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, or any other force majeure event. In the event of any such delay, the time for performance shall be extended for a period equal to the time lost as a consequence of the delay.

25.No Partnership or Agency

Nothing in these Terms of Service shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Veza White Label Marketplace. You agree not to hold yourself out as a partner, agent, or employee of Veza White Label Marketplace and that we shall not be responsible for any representation, act, or omission by you to the contrary.

26.Third-Party Beneficiaries

Except as expressly provided herein, nothing in these Terms of Service is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of these Terms of Service.

27.Notices

All notices, requests, and other communications required or permitted under these Terms of Service shall be in writing and shall be deemed given when delivered personally, when sent by confirmed email, or on the third business day following deposit with an internationally recognized express courier service, addressed to the party to be notified at the address or email address for such party as set forth in these Terms of Service or as subsequently updated by written notice.

28.Headings

The headings in these Terms of Service are for convenience only and have no legal or contractual effect. They shall not be used to interpret or construe these Terms of Service.

29.Interpretation

In these Terms of Service, unless the context otherwise requires, words in the singular include the plural, and words in the plural include the singular. The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" or "but not limited to" or words of similar import.

30.Equitable Relief

You acknowledge and agree that any breach or threatened breach of these Terms of Service by you may cause Veza White Label Marketplace irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Veza White Label Marketplace shall be entitled to seek injunctive or other equitable relief in the event of any such breach or threatened breach.

31.Electronic Communications

You consent to receive communications from Veza White Label Marketplace electronically, such as by email, through the Platform, or by posting notices on the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

32.Compliance with Laws

You agree to comply with all applicable laws, rules, and regulations in connection with your use of the Platform and any services provided thereon. You shall not use the Platform for any unlawful purpose, and you shall not encourage or facilitate any illegal activity through your use of the Platform.

33.No Third-Party Rights

Except as otherwise expressly provided in these Terms of Service, there shall be no third-party beneficiaries to this agreement. The rights and obligations created hereunder are solely for the benefit of you and Veza White Label Marketplace, and no other person or entity shall have any rights or interests, whether direct or indirect, in or under these Terms of Service.

34.Contact Information

If you have any questions, concerns, or comments about these Terms of Service or any aspect of the Platform, please contact us at partners@veza.io.

35.Acknowledgement

By using the Platform, you acknowledge that you have read and understand these Terms of Service, and agree to be bound by all of its terms and conditions, as well as any other policies and agreements referenced herein.

36.Language

These Terms of Service are written in English. Any translations of these Terms of Service into other languages are provided for convenience only and may not accurately reflect the original English text. In the event of any conflict between the English text and any translations, the English text shall prevail.

37.Counterparts

These Terms of Service may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission methods, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

38.Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. You represent and warrant that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties.

39.Governing Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Any disputes arising under or in connection with these Terms of Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Dover, Delaware, and you hereby consent to the personal jurisdiction of such courts for the purpose of resolving any such disputes.

By using the Platform, you acknowledge and agree that you have read and understood these Terms of Service, and that you accept and agree to be bound by all of its terms and conditions, as well as any other policies and agreements referenced herein.

These Terms of Service were last updated on April 13, 2023.