Master Service Agreement

Last Updated: June 5, 2023·Company: Martingale Media, LLC dba Vrio·Governing Law: State of Colorado, USA

These terms of use set forth here constitute a legally binding agreement between Martingale Media, LLC dba Vrio ("Company") and the individual(s), application, service, business named on the registration page or provided during the sales, onboarding or post-launch process ("Customer"). By registering with Company on our website ("Site"), or by using our Platform in any way, you agree to these terms of use and all other operating rules, policies and procedures that will be published from time to time by Company.

1. Acceptance and Electronic Signature

1.1 By checking the box or clicking the "Accept" button during the registration process or while accessing the platform, the Customer acknowledges and agrees to be bound by the terms and conditions of this Master Service Agreement.

1.2 The parties agree that checking the box or clicking the "Accept" button constitutes a valid and legally binding acceptance of this Agreement, equivalent to a traditional handwritten signature.

1.3 The Customer understands that by accepting this Agreement electronically, it is entering into a legally binding contract with Company and agrees to abide by all the terms and conditions stated herein.

1.4 The parties agree that electronic records and signatures shall have the same force and effect as handwritten documents and signatures for all purposes under this Agreement.

1.5 Each party agrees to retain a copy of this Agreement and any related electronic communications for their records.

1.6 The Customer acknowledges that it has read and understood the terms of this Agreement and has had the opportunity to seek legal advice before accepting this Agreement electronically.

2. Company's Platform

The platform provided by Company offers a comprehensive suite of e-commerce capabilities, enabling Customers to efficiently sell, operate and manage their online business.

2.1 Website Hosting: The platform offers robust and secure web hosting services to host Customer's e-commerce websites. It provides reliable server infrastructure with scalable resources to ensure optimal performance, uptime, and fast page loading speeds. The hosting environment includes features such as secure data storage, regular backups, SSL certificates, and advanced security measures to safeguard data and protect against unauthorized access.

2.2 Secure Checkout: The platform offers a secure checkout for a smooth and safe transaction experience while maintaining the confidentiality and security of sensitive information. The checkout process employs SSL (Secure Sockets Layer) encryption, which encrypts data transmitted between the end user's browser and Company servers. This encryption ensures that sensitive information, such as credit card details and personal data, is protected from unauthorized access or interception.

2.3 Integrations:

  • 2.3(a) Payment Providers: The platform is integrated with multiple payment gateways, facilitating secure and convenient payment processing for end users. The Company adheres to Payment Card Industry Data Security Standard (PCI DSS) requirements to ensure the secure handling of payment card information.
  • 2.3(b) 3PL / OMS: The platform offers integrations with third-party order fulfillment services, enabling Customers to streamline their order management and logistics operations.
  • 2.3(c) Email / SMS Marketing: The platform offers integrations with leading email marketing platforms, enabling the seamless transfer of data, segmentation, and automated email campaigns.
  • 2.3(d) Shipping Carrier: The platform is integrated to leading shipping carriers to enable real-time package tracking by leveraging the carrier's tracking APIs.
  • 2.3(e) External: The platform can be integrated with various data sources within Customer's organization, allowing for centralized data management and analysis. This includes integrating data from sales systems, CRM platforms, marketing automation tools, and other relevant sources.

2.4 Online Portal: The platform offers a comprehensive online portal for a Customer's end users to access and manage their accounts, track orders, and engage with support services.

2.5 Analytics and Visualization: The platform offers a comprehensive suite of reports, visualizations and ad-hoc analysis tools to unlock valuable insights, optimize operations, and make data-driven decisions.

2.6 API: The platform provides Application Programming Interfaces (APIs) that allow Customers to integrate their e-commerce systems with the platform seamlessly. These APIs enable Customers to access and leverage various functionalities, such as retrieving product information, managing orders and inventory, processing payments, and synchronizing customer data between their systems and the platform.

2.7 Miscellaneous: The platform offers a range of other tools not mentioned here to support the Customer in various aspects of their operations. These tools are designed to enhance operational visibility, efficiency, collaboration, and productivity.

3. Customer's Use of Platform

3.1 Grant of Access: The Company grants the Customer a non-exclusive, non-transferable right to access and use the Company's platform during the term of this agreement in accordance with the terms and conditions set forth herein.

3.2 Authorized Users: The Customer shall have the right to authorize its employees, contractors, or agents ("Authorized Users") to access and use the platform on behalf of the Customer. The Customer shall ensure that all Authorized Users comply with the terms and conditions of this agreement.

3.3 Purpose of Use: The Customer may use the platform solely for its internal business operations and in compliance with applicable laws, regulations, and this agreement. The Customer shall not use the platform for any illegal, unauthorized, or unethical purposes.

3.4 User Credentials: The Company may provide the Customer with user credentials or access codes necessary to access and use the platform. The Customer is responsible for maintaining the confidentiality of these credentials and ensuring that they are not shared with unauthorized individuals.

3.5 Restrictions on Use:

3.5(a) Prohibition of Illegal Products:

3.5(a)(1) Customer agrees that it shall not use the platform provided by Company for any unlawful or illegal purposes, including but not limited to the sale or promotion of products that are prohibited by applicable laws, regulations, or ethical standards.

3.5(a)(2) Customer acknowledges and agrees that it is solely responsible for ensuring that any products or services offered through the platform comply with all applicable laws, including those related to intellectual property rights, consumer protection, product safety, and import/export regulations.

3.5(a)(3) Customer warrants that it shall not sell, distribute, or promote any products through the platform that are illegal, counterfeit, infringing, stolen, or otherwise unauthorized for sale. This includes, but is not limited to, products that involve drugs, controlled substances, firearms, ammunition, stolen goods, counterfeit items, and any other products that are prohibited by law.

3.5(a)(4) Company reserves the right, in its sole discretion, to monitor and review the content and products listed on the platform and take appropriate actions if it determines, at its discretion, that Customer is engaging in the sale of illegal products or violating any applicable laws or regulations.

3.5(a)(5) In the event that Company determines, in its reasonable judgment, that Customer is in violation of this clause, Company may take immediate actions, including but not limited to:

  • 3.5(a)(5)(i) Suspending or terminating Customer's access to the platform without prior notice;
  • 3.5(a)(5)(ii) Removing or disabling any listings, content, or products that violate this clause;
  • 3.5(a)(5)(iii) Notifying appropriate authorities and cooperating with any investigation or legal proceedings related to the sale of illegal products.

3.5(a)(6) Customer agrees to indemnify, defend, and hold Company harmless from any claims, damages, losses, or liabilities arising out of or in connection with Customer's violation of this clause, including any third-party claims or legal actions.

3.5(b) No Malicious Use:

3.5(b)(1) Customer agrees not to use the Platform for any malicious or unlawful purposes, including but not limited to attempts to compromise security, introduce malware, or engage in unauthorized access.

3.5(b)(2) Customer shall not attempt to reverse engineer, decompile, or disassemble any portion of the Platform.

3.5(b)(3) Customer agrees to use the Platform only in accordance with applicable laws and this Agreement.

4. Data Protection and Privacy

4.1 Company is committed to protecting Customer data and maintaining privacy in accordance with applicable laws and regulations.

4.2 Customer retains ownership of all data, content, and materials uploaded to or processed through the Platform.

4.3 Company shall implement appropriate technical and organizational measures to ensure the security and confidentiality of Customer data.

5. Service Level and Support

5.1 Company will use commercially reasonable efforts to maintain Platform availability and performance.

5.2 Support services are available through designated channels during normal business hours.

5.3 Company reserves the right to perform scheduled maintenance with advance notice when possible.

6. Limitation of Liability

6.1 Company's total liability under this Agreement shall not exceed the amount paid by Customer for the Services in the twelve (12) months preceding the event giving rise to liability.

6.2 In no event shall Company be liable for indirect, incidental, special, consequential, or punitive damages.

7. Termination

7.1 Either party may terminate this Agreement with thirty (30) days' written notice.

7.2 Company may terminate immediately upon Customer's material breach of this Agreement.

7.3 Upon termination, Customer's access to the Platform will cease, and Company will assist with data export as mutually agreed.

8. General Provisions

8.1 This Agreement shall be governed by the laws of the State of Colorado, USA.

8.2 Any disputes shall be resolved through binding arbitration in Colorado.

8.3 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

8.4 Modifications to this Agreement must be in writing and signed by both parties.

Questions About These Terms?

If you have any questions about these terms of use, please contact us at our contact page or email us directly.

Martingale Media, LLC dba Vrio

Email: legal@vrio.com

Address: 2301 Blake St Suite 100, Denver, CO 80205