These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Vertex Pulse E-commerce LLC ("Company," "we," "us," or "our"), a Wyoming limited liability company with its principal place of business at 1120 E Richards St, Douglas, WY 82633. By accessing or using our website, platform, or any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use our Services. Your continued use of our Services following the posting of any changes to these Terms constitutes acceptance of those changes.
Vertex Pulse E-commerce LLC provides cross-border e-commerce infrastructure and related services, including but not limited to: marketplace account management and optimization, international logistics coordination, customs clearance facilitation, payment processing and currency conversion support, regulatory compliance consulting, supply chain management, and related ancillary services (collectively, the "Services").
The specific Services to be provided to you, along with applicable fees, timelines, and deliverables, will be set forth in a separate Service Agreement, Statement of Work, or Order Form executed between the parties. In the event of any conflict between these Terms and any such agreement, the terms of the specific agreement shall control with respect to the subject matter thereof.
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of Services.
To access and use our Services, you must: (a) be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) have the legal capacity to enter into binding contracts; (c) not be prohibited from using our Services under applicable law; and (d) successfully complete our client onboarding and verification process, including all required know-your-customer (KYC) and anti-money laundering (AML) checks.
When registering for an account, you agree to provide accurate, current, and complete information and to update such information as necessary to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion, including where we determine that a client does not meet our eligibility requirements or poses an unacceptable compliance risk.
Fees for our Services are as set forth in the applicable Service Agreement or Order Form. Unless otherwise specified, all fees are quoted and payable in United States Dollars. You agree to pay all fees in accordance with the payment terms set forth in the applicable agreement.
Invoices are due and payable within thirty (30) days of the invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until the date of actual payment.
All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes associated with your use of our Services, excluding taxes based on our net income. We reserve the right to modify our fee structure upon thirty (30) days' written notice to you.
In the event of a payment dispute, you must notify us in writing within fifteen (15) days of the invoice date. Failure to provide timely notice of a dispute shall constitute your acceptance of the invoiced amounts.
All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the compilation thereof, are the exclusive property of Vertex Pulse E-commerce LLC or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services solely for your internal business purposes. This license does not include the right to: (a) reproduce, distribute, or publicly display any content from our Services; (b) modify or create derivative works based on our Services; (c) reverse engineer, decompile, or disassemble any software component of our Services; or (d) use our Services for any purpose that is unlawful or prohibited by these Terms.
You retain ownership of all data, content, and materials that you provide to us in connection with the Services ("Client Data"). You grant us a non-exclusive, worldwide license to use, process, and store Client Data solely as necessary to provide the Services and as otherwise described in our Privacy Policy.
Each party acknowledges that in connection with the Services, it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes, without limitation, business plans, financial information, client lists, technical data, trade secrets, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing party; (c) use such Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms; and (d) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
These confidentiality obligations shall survive the termination or expiration of these Terms for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERTEX PULSE E-COMMERCE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability for certain types of damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by applicable law.
You agree to defend, indemnify, and hold harmless Vertex Pulse E-commerce LLC and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services; (c) your violation of any applicable law or regulation; (d) your infringement of any intellectual property or other rights of any third party; (e) any content or data you provide to us in connection with the Services; or (f) any dispute between you and any third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Either party may terminate these Terms or any Service Agreement upon thirty (30) days' written notice to the other party. We may terminate these Terms or suspend your access to the Services immediately, without prior notice or liability, if: (a) you breach any provision of these Terms and fail to cure such breach within ten (10) days of receiving written notice thereof; (b) you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy or similar proceedings; (c) we are required to do so by applicable law or regulatory authority; or (d) we determine, in our sole discretion, that continued provision of Services poses an unacceptable legal, regulatory, or reputational risk.
Upon termination, your right to access and use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law provisions.
You agree that any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Converse County, Wyoming, and you hereby irrevocably consent to the personal jurisdiction and venue therein.
Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the dispute through negotiation.
If the parties are unable to resolve the dispute through negotiation within the thirty (30) day period, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Cheyenne, Wyoming, or via remote proceedings as agreed by the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of these Terms and, where appropriate, by sending you an email notification or displaying a prominent notice on our website. Your continued use of our Services after the effective date of any changes constitutes your acceptance of the revised Terms.
If you do not agree to the revised Terms, you must stop using our Services and notify us in writing of your intent to terminate the agreement. We encourage you to review these Terms periodically to stay informed of any updates.
If you have any questions about these Terms of Service, please contact us:
Vertex Pulse E-commerce LLC
1120 E Richards St
Douglas, WY 82633
United States
Email: contact@vertexpulseglobal.com
All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email with confirmation of receipt, or when sent by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate in writing.