Terms of Service

Who you contract with

These terms are a contract between you and VERTEX IMPORT EXPORT LLC, 5900 Balcones Dr, Ste 100, Austin, TX 78731, USA (the “Company”, “we”). The Brazilian company VERTEX COMERCIO, EXPORTAÇÃO E IMPORTAÇÃO LTDA., CNPJ 47.137.159/0001-16, Q SCS Quadra 02, Bloco C, Número 22, Sala 706, parte B, CEP 70.300-902, Brasília/DF, Brazil is a related entity. It is not the contracting or billing party for the subscription unless a written order says otherwise.

If you use the software for a company, you confirm that you can bind that company. “You” means that company and the people it allows to use the account.

Software only

Vertex Export is subscription software for agri-food trade records. We do not buy goods, sell goods, ship goods or hold money. We are not a carrier, a customs broker, a bank, an escrow agent or a marketplace that takes title to cargo.

A subscription is a licence to use the software. It is not a contract for fruit, grain, sugar, freight or any other goods. Those contracts stay between the companies that sign them.

No guarantee of counterparties

We do not guarantee that any producer, buyer, carrier or trader exists, is solvent, is licensed, or will perform. Sample rows in the public directory are fictional.

You are responsible for verifying the other party before you rely on a record, pay money or move goods. The software can store what you and they type. It does not check that the words are true.

Accounts and acceptable use

Accounts are not open on the public site yet. When they open, you must give accurate company details and keep your sign-in method private. You are responsible for activity under your account.

You may not scrape or harvest the service, bypass a technical limit, probe or breach security, upload malware, infringe someone else’s rights, or use the service for fraud, sanctions evasion or bribery. The Acceptable Use Policy and the compliance statement are part of these terms.

Subscriptions, renewal and refunds

Paid plans renew until you cancel. The price, tax treatment and billing period are shown before you pay. The Refund and subscription terms explain cancellation and refunds and are part of these terms.

Payments are taken by Stripe. We do not store your card number. Taxes may be added where the price says they are extra.

Your content

You keep ownership of catalogs, offers, files and messages you submit. You give us a licence to host, display and process that content only to run the software, secure it, and meet the law.

You confirm you have the rights to submit that content. You will not submit personal data you are not allowed to share.

Disclaimer of warranties

The software is provided “as is” and “as available”. To the fullest extent allowed by law, we disclaim warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment and non-infringement, and any warranty that the service will be uninterrupted, accurate or error-free.

Some places do not allow a disclaimer of this kind. In those places the disclaimer applies only as far as the law allows. Mandatory consumer rights, if you have them, stay in force.

Limitation of liability

To the fullest extent allowed by law, we are not liable for lost profits, lost goods, lost shipments, lost contracts, indirect, incidental, special, consequential or punitive damages, or for the acts of other users, even if we were told they were possible.

Our total liability arising out of the service in any twelve-month period is limited to the fees you paid us for the software in that period. If you paid nothing, our total liability is one hundred US dollars.

We do not limit liability for death or personal injury caused by our negligence, for fraud, or for anything else that the law does not allow us to limit.

Indemnification

You will defend and indemnify the Company and the Brazilian company against claims, losses and reasonable legal fees arising from your content, your trade in goods, your misuse of the software, or your breach of these terms, except to the extent caused by our own fraud or wilful misconduct.

DMCA agent

If you believe material on this site infringes a copyright you own, send a notice to the designated agent: VERTEX IMPORT EXPORT LLC, 5900 Balcones Dr, Ste 100, Austin, TX 78731, USA. Email privacy@vertexexport.com with the subject “DMCA”. Include your signature, the work you claim, the URL of the material, your contact details, a statement of good-faith belief, and a statement under penalty of perjury that you are authorised to act.

A formal registration of that agent with the United States Copyright Office is a separate step. Until it is filed, this section tells you where to write. It is not a statement that the safe harbour already applies.

Governing law and disputes

These terms are governed by the laws of the State of Texas, USA, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except where the law forbids it, any dispute will be resolved by binding individual arbitration administered by the American Arbitration Association under its commercial rules. The seat is Austin, Texas. You and we waive class actions and class arbitration where that waiver is lawful. Either party may bring an individual claim in small-claims court, or seek a temporary injunction for intellectual property or unauthorised access, in a court in Travis County, Texas.

If you are a consumer in the EEA, the UK, Brazil, Switzerland or another place whose mandatory law gives you a local court or forbids a class waiver, that mandatory law overrides the conflicting part of this section. The rest of these terms still apply.

Changes and contact

We may update these terms by posting a new version on this page with a new “Last updated” date. If a change is material and you have an account, we will also send a notice to the account email before it takes effect. If you do not agree, stop using the software and cancel.

Questions: privacy@vertexexport.com. The public product mailbox remains contact@vertexexport.com.