Terms of service

01Who we are and what these terms cover

In short: Vertia is a product of Vert Tech, a Brazilian company. These terms apply to anyone who signs up for Vertia for a store, and they incorporate our Acceptable Use Policy, Data Processing Agreement and Privacy Policy.

Vertia is a product of VERT TECH TECNOLOGIA E DESENVOLVIMENTO LTDA ("Vertia", "we", "us"), Brazilian company registration (CNPJ) 68.582.744/0001-03, headquartered in Porto Alegre, Brazil. Full company details are in section 23.

These terms are the agreement between Vertia and the person or business that creates an account and connects a store ("you"). The following documents form part of it as if written here:

• the Acceptable Use and Anti-Spam Policy, which sets out what may and may not be sent through Vertia;
• the Data Processing Agreement, which governs the personal data of your customers and creators that we process on your behalf;
• the Privacy Policy, which explains how we handle your account data.

If two documents deal with the same subject differently, this order applies: the Data Processing Agreement, for personal data; the Acceptable Use Policy, for what is sent; these terms, for everything else.

If you are a creator using the creator portal, see section 19. It tells you which rules apply to you.

02Acceptance and records

In short: you accept these terms when you create an account. We keep the date the account was created.

By creating an account, you accept these Terms and the Privacy Policy. If you accept on behalf of a business, you confirm that you have authority to bind it.

We keep the date the account was created. The version in force on each date is listed in the version history of our legal center, and you can ask for a copy at contato@usevertia.com.

03Account and eligibility

In short: Vertia is a business tool. Whoever creates the account must be an adult using Vertia in the course of business, and is responsible for what happens in the account.

Vertia is offered for professional use by people and businesses that sell online. To create an account you must:

• be at least 18 years old and able to enter into contracts;
• use Vertia for your trade, business or profession, not for personal or household purposes;
• give accurate information and keep it up to date, including your store's postal address, which appears in the footer of your emails.

You are responsible for the people you invite to the account and for what they do. Keep your password and access secure, and tell us at suporte@usevertia.com if you suspect misuse.

04The service

In short: Vertia connects your store, organizes your customers and creators and sends messages on your behalf. It does not handle money.

Vertia is a CRM for e-commerce. With it you can:

• connect your store on a supported platform, such as Shopify or Nuvemshop, and import customers, orders, discount codes and products;
• group your customers and send campaigns and automations by email and WhatsApp;
• manage content creators, their discount codes, attributed sales and commission statements.

Every plan includes the retention module and the creator module, and you can switch each one on or off in settings. The interface runs on our website, at app.usevertia.com.

Vertia does not receive or transfer payments. You pay your creators yourself, outside Vertia; Vertia only records what you report.

05Plans and billing

In short: plan prices are on our pricing page. Shopify stores pay through their Shopify invoice. Third-party costs, such as WhatsApp conversations, are charged to you directly by those third parties.

Plans. Plans, the quota included in each, any trial period and prices are listed on the pricing page of our website, which forms part of these terms. You can change plans at any time.

Going over quota. We let you know when your store reaches 80% of its plan quota. If it goes over, your plan moves up at the next billing cycle, with prior notice, and the service is not blocked. Usage-based charges, where a plan has them, are described on the pricing page.

How we bill. Subscriptions are billed in advance, monthly or yearly, and renew automatically until you cancel.

• Shopify stores: billing goes through Shopify, on your Shopify invoice, in the currency Shopify uses. You approve the charge in Shopify.
• Stores on other platforms: billing uses the payment method stated when you subscribe.

Taxes. Prices may exclude taxes. When you are billed in a foreign currency, your card issuer may charge taxes or exchange fees (in Brazil, IOF) that do not pass through Vertia.

Third-party costs. Some costs are charged to you directly by third parties and never pass through Vertia:

• WhatsApp conversations, which Meta charges to the card you add in your Meta account (section 10);
• fees and plans of your store platform;
• bank fees and taxes on foreign-currency payments.

Failed payments. If a charge is not paid, we will tell you and may suspend access until it is settled (section 16).

0630-day guarantee

In short: if Vertia is not right for your store, we refund what you paid Vertia for the subscription in the first 30 days. The guarantee applies once per store, on the first subscription.

On a store's first subscription, you have 30 days from the first subscription charge to ask for your money back. Just email suporte@usevertia.com within that period. We refund the amount paid to Vertia for the subscription, through the same payment method. For Shopify stores, the refund is issued through Shopify.

The guarantee applies once per store, on the first subscription only. It does not apply again if the store cancels and subscribes again.

Not covered by the guarantee or by any refund:

• costs charged to you directly by third parties, such as Meta conversation charges (billed to your card and never passed through Vertia), Shopify fees and IOF or other taxes on foreign-currency payments;
• usage above your plan quota that has already been consumed;
• blocking, restriction or banning applied by Meta or by the email provider because of your conduct.

In the cases in the last item, we notify you in the dashboard as soon as we learn of it.

If consumer protection law applies to you, any statutory right to cancel (for example, the 7-day right of withdrawal under article 49 of the Brazilian Consumer Protection Code) always applies in addition to this guarantee.

07Cancellation and price adjustments

In short: you can cancel whenever you like, with no fee, and keep using Vertia until the end of the paid cycle. Prices in Brazilian reais are adjusted once a year by the IPCA inflation index, with notice by email.

Cancellation. You can cancel at any time through your store platform or by asking suporte@usevertia.com. There is no cancellation fee or minimum term. You keep access until the end of the cycle you have paid for, and the next cycle is not charged. Outside the guarantee in section 6, we do not refund part of the current cycle.

For Shopify stores, uninstalling the app also ends the subscription.

Annual adjustment. Prices in Brazilian reais may be adjusted once every 12 months by the accumulated change in the IPCA index published by IBGE over the previous 12 months. We will tell you by email at least 30 days in advance.

Other price changes. Any other price change, including prices in other currencies, is also notified by email at least 30 days in advance. If you do not agree, you can cancel before the change takes effect, at no cost. For Shopify stores, the change also follows Shopify's billing rules, which may require your approval.

08Shopify and other store platforms

In short: Vertia alone is responsible for the app. Shopify is not liable for it and does not support it. These terms do not ask for exclusivity.

When you install Vertia from the Shopify App Store, we state and you acknowledge that:

1. Vertia is solely responsible for the app;
2. Shopify is not liable for any fault in the app or any harm that may result from its installation or use;
3. except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the app;
4. Vertia is solely responsible for any liability which may arise from your access to or use of the app.

Support for Vertia is provided by Vertia, at suporte@usevertia.com.

No exclusivity. Nothing in these terms requires you to use only Vertia after the agreement ends, prevents you from developing competing products or services, or restricts your ability to freely conduct your business, including whom you do business with, hire or sell to.

Store platforms. Each platform has its own terms, which continue to apply between you and that platform. By connecting your store, you authorize Vertia to access store data within the permissions you approved at installation, solely to provide the service.

09Messages to your customers on your behalf

In short: you authorize us to send your customers and creators the messages you create or switch on. You are the sender.

You authorize Vertia to communicate with your customers and with your store's creators on your behalf and under your brand, by email and WhatsApp, to send the messages you create, schedule or switch on in automations, and the notices the service itself needs to send, such as a creator invitation.

Your store is the sender of these messages. You decide who receives them, what is sent and when, and you are responsible for the content and for the consent of each recipient.

Beyond that, we do not contact your customers. The exceptions are when the law requires it, or when someone contacts us to exercise rights over their data: in that case we direct them to you and pass the request on.

10WhatsApp

In short: WhatsApp runs on Meta's official API. The number and the account are yours, Meta bills you directly and Vertia earns nothing from it. You only message people who agreed to hear from you.

Meta's terms. Vertia uses only Meta's official API for WhatsApp (WhatsApp Cloud API), as a tech provider. By connecting WhatsApp you accept, and agree to comply with, in addition to these terms:

• the WhatsApp Business Terms of Service;
• the WhatsApp Business Messaging Policy, including its policy for commerce features;
• the Meta Terms for WhatsApp Business Platform;
• the Meta Platform Terms, to the extent they apply to you.

These documents belong to Meta and change at Meta's discretion. The version in force always applies.

The number and the account are yours. Your phone number and WhatsApp Business account are held in your name and in your Meta business portfolio. If you leave Vertia, they remain yours and you can move them to another provider.

Meta bills you directly. WhatsApp conversations are charged by Meta, to the card you add in your Meta account, at Meta's prices. Vertia does not resell messages, adds no markup and receives no part of these charges. Your Vertia subscription does not include messages. Meta decides each message's category and price.

Prior, recorded opt-in. You may only message someone on WhatsApp if they:

1. gave you their phone number; and
2. agreed to receive messages from your store on WhatsApp, before the first message, knowing your store's name.

This also applies to abandoned-cart reminders. Email opt-in does not cover WhatsApp. A customer's new number does not inherit the opt-in given for an old one. You keep proof of each opt-in (when, where and how it was given) and provide it to us on request. Our Acceptable Use Policy sets out these rules in detail.

Requests to stop. Anyone who replies "STOP" or otherwise asks, by any means, not to receive more messages stops receiving your marketing messages. You must also honor requests made outside WhatsApp.

Meta's sending rules. Outside the 24-hour window opened by the customer's last message, only Meta-approved templates can be sent. Meta does not allow marketing messages to some countries; currently, to United States numbers. In those cases Vertia does not send the message and shows the reason.

Account status. Meta may limit, pause, restrict or ban your number or account based on its own criteria, such as message quality and recipient reports. When Meta tells us about a status change, we notify you in the dashboard as soon as we learn of it. Vertia does not control these decisions. You can appeal directly to Meta through its own channels.

Blocking does not trigger refunds. Blocking, restriction or banning applied by Meta because of your conduct does not entitle you to a subscription refund or any compensation from Vertia (section 6).

Suspension at Meta's request. If Meta asks us to, because it believes you have violated its terms or policies, or that you are harming its platform or the people who use it, we will suspend your use of WhatsApp through Vertia. We will let you know unless Meta or the law prevents us.

Data from Meta. You must not process data received through the WhatsApp platform in a way that violates Meta's terms and policies. Vertia processes this data only on your behalf, keeps it separate from other stores' data and does not use conversation content to train artificial intelligence models.

11Email

In short: emails are sent from your store's domain through Amazon SES. One-click unsubscribe and your store's address are included in every marketing email.

Your store's emails are sent through Amazon SES, in the São Paulo region, from your store's own domain, authenticated by you with the DNS records Vertia provides. As a result:

• the email channel only works with your store's own domain. Addresses at free mailbox providers, such as Gmail or Hotmail, cannot be used as senders;
• if a required record stops resolving, your store's sending is paused and you are notified in the dashboard and by email. Messages wait and go out once the record is back;
• every marketing email carries a one-click unsubscribe link and your store's postal address in the footer. You cannot remove them.

What may be sent, to whom, and the complaint and bounce limits that lead to a warning or a pause are set out in our Acceptable Use and Anti-Spam Policy. Vertia does not guarantee inbox placement: that also depends on recipients' mailbox providers.

12Personal data

In short: your customers' and creators' data is yours. We process it only to provide the service, under the Data Processing Agreement, and we do not sell it.

Roles. For the personal data of your customers and your store's creators, you are the controller and Vertia is the processor: we process that data on your behalf and on your instructions, which are set out in the Data Processing Agreement. By accepting these terms you also accept that agreement. For your account data and your team's data, Vertia is the controller, as explained in the Privacy Policy.

Your commitments. As controller, you confirm that you have a lawful basis for the data you bring into Vertia, that you have informed your customers in your own privacy policy, and that you have obtained the consents required by law and by the platforms.

Our commitments.

• We do not sell or rent your store's data, and we share it only with the subprocessors we need to provide the service and with the destinations you choose: your store platform, Meta for WhatsApp and the webhooks you set up.
• We do not use your store's data for our own purposes beyond operating, securing and billing the service.
• We do not use your store's data, or the content of messages, to train artificial intelligence models.
• If a security incident affects your store's data, we will notify you within 48 hours of becoming aware of it.

Data subject requests. Requests from your customers about their data reach us through your store platform or directly. We show these requests in the dashboard and pass on to you those that come to us. Instructions for requesting deletion are on our Data deletion page.

13Intellectual property and your content

In short: the software is ours. Your data, brand and content are yours, and you only give us the permission we need to provide the service.

What belongs to Vertia. The software, design, ready-made templates, the Vertia brand and the documentation belong to Vertia or its licensors. During the agreement you have a personal, non-exclusive, non-transferable licence to use them to run your store, within these terms.

What belongs to you. Your store's data, your brand, your text and images and the content of your messages remain yours. You give us permission to store, copy, process and display that content only as needed to provide the service, for the term of the agreement and the deletion period in section 17. You confirm that you hold the rights to what you send, including third-party images and trademarks.

What you must not do. You must not:

• copy, modify, decompile or attempt to extract Vertia's source code;
• resell, rent or sublicense access to Vertia;
• test Vertia's security without authorization. If you find a vulnerability, write to seguranca@usevertia.com;
• overload the service, circumvent technical limits or access other stores' data.

Feedback. If you send us suggestions, we may use them to improve Vertia with no obligation to you.

14Availability and support

In short: we work to keep Vertia running at all times, but we do not promise an uptime percentage. Part of the service depends on third parties.

We do our best to keep Vertia available and working well, but we do not offer a service level agreement with an uptime percentage. There may be maintenance, which we try to announce in advance, and outages.

Part of the service depends on third parties we do not control: your store platform, Meta, Amazon Web Services, hosting providers and recipients' email providers. Their outages, changes or decisions may affect the service.

Your store platform remains the source of your orders and customers. We recommend that you keep copies of any data you consider important.

Support is provided by email at suporte@usevertia.com.

15Liability and indemnity

In short: if something goes wrong through our fault, our liability is capped at what you paid in the last 12 months. You are responsible for what you send and for your recipients' consent.

Cap. Vertia's total liability to you, for any cause related to these terms, is limited to the total amount you paid Vertia in the 12 months before the event giving rise to the claim.

What we do not cover. Vertia is not liable for:

• loss of profits, revenue, sales or opportunity, or indirect or consequential damages;
• decisions and failures of third parties, such as Meta, Amazon Web Services, your store platform and recipients' email providers;
• messages that were not delivered or went to spam;
• the content you send and any lack of recipient consent;
• events beyond reasonable control (force majeure).

When the cap does not apply. The cap and exclusions do not apply in case of wilful misconduct (fraud or intent), or where the law does not allow liability to be limited, such as certain breaches of personal data or confidentiality obligations. If consumer protection law applies to you, the limits it allows apply.

Indemnity. You agree to defend and indemnify Vertia against claims, fines, costs and damages arising from:

• the content you send;
• sending without the consent required by law or by the platforms;
• breach of these terms, the Acceptable Use Policy or Meta's terms;
• infringement of third-party rights, including intellectual property and privacy.

16Suspension and termination

In short: we may suspend sending or the account when there is a risk, with notice and a chance to fix things whenever possible. You can leave whenever you like.

When we may suspend. We may suspend, in whole or in part, message sending or access to the account when:

• payment is not made;
• these terms or the Acceptable Use Policy are breached;
• Meta, Amazon Web Services or an authority asks us to;
• there is a risk to security, to the service, to other stores or to the people receiving messages.

How we suspend. Suspension is proportionate to the problem. Whenever possible we warn you first, explain why and give you time to fix it. In serious or urgent cases, such as fraud, phishing, a request from Meta or AWS, or a risk to sending for all stores, suspension may be immediate, with notice shortly afterwards. Your data is kept during a suspension.

Termination. You can end the agreement at any time (section 7). We may end it:

• for serious or repeated breach, or if a suspension is not resolved within the time given;
• if Meta terminates your account and does not reverse it, for WhatsApp only;
• if we decide to discontinue the service. In that case we give at least 30 days' notice and refund the amount paid for the unused period.

17Your data when the agreement ends

In short: you can ask for a copy of your data before you leave. Within 30 days after the agreement ends, we delete your store's data, except what the law requires us to keep.

Export. While your account is active and until deletion, you can ask suporte@usevertia.com for a copy of your store's data in a structured format.

Deletion. We delete your store's data, including data received from Meta, within 30 days after:

• the agreement ends or the app is uninstalled;
• a valid deletion request from you, from one of your customers or from the platform, within the scope of that request.

What we keep. We keep only what the law requires, for the period it sets, and then delete it. For example:

• access logs for the dashboard and the portal (IP address, date and time), for 6 months, as required by Brazil's Internet Civil Framework (Law 12,965/2014, article 15), stored separately from store data;
• billing and tax records for your subscription, for the period required by tax law.

18Changes to these terms

In short: if we change these terms, we tell you by email 30 days in advance, and you can leave at no cost before the change takes effect.

We may change these terms to keep up with the product, the law or platform rules. For material changes we notify you by email and in the dashboard at least 30 days in advance, saying what changes and when. If you do not agree, you can cancel before that date with no fee.

Changes required by law, by an authority or by a platform such as Meta, Shopify or AWS may take effect sooner, where their rules require it. Purely editorial changes that do not affect rights take effect on publication.

Each version has a number and a date. Previous versions are kept in our legal center.

19Creators

In short: if you are a creator, the portal is free for you. The business arrangement is between you and the store. You can leave whenever you like.

This section applies to anyone using the creator portal at a store's invitation. For you, this section, the Privacy Policy and, where relevant, sections 13, 20, 21 and 23 apply. The other sections cover the relationship between Vertia and the store.

• Account. Your portal account is yours, not the store's, and can hold links with more than one store. For this account, Vertia is the controller of your data.
• Agreement with the store. The terms of the partnership (commission, fees, deliverables, deadlines and payment) are agreed between you and the store. Vertia is not a party to that agreement, does not pay commissions and does not process payments. It only records and shows what the store reports.
• Proper use. Use the portal only to follow your partnerships. Do not try to access other people's data or use the portal to message third parties.
• No cost, no lock-in. The portal is free for you. You can withdraw within 7 days of signing up and, after that, close your account whenever you like, at privacidade@usevertia.com.
• Courts. Where there is a consumer relationship between you and Vertia, you may bring proceedings in the courts where you live.

20Governing law and courts

In short: these terms are governed by Brazilian law and the courts of Porto Alegre, Brazil, have jurisdiction, without prejudice to the data protection and consumer rules that the law of your country does not allow to be set aside.

These terms are governed by the laws of Brazil. The courts of Porto Alegre, State of Rio Grande do Sul, where Vertia is headquartered, have jurisdiction over any matter related to them.

This does not exclude:

• the mandatory data protection and consumer protection rules of the country where you are located, where they apply;
• a consumer's right to bring proceedings where they live (article 101, I, of the Brazilian Consumer Protection Code, or equivalent local rules).

Before taking legal action, we ask that you first try to resolve the matter with us by email at contato@usevertia.com.

21Notices

In short: we contact you through the account email and the dashboard. To contact us, use the addresses below.

We send notices about the agreement to the account administrator's email address and in the dashboard. Keep that address up to date: a notice sent to it is treated as delivered.

To contact Vertia:

22General

In short: rules for reading the agreement.

• Language. These terms are published in Portuguese and English with the same content. If they differ, the Portuguese version prevails.
• Assignment. You may not transfer this agreement without our consent. We may transfer it as part of a corporate reorganization or sale of the business, with notice to you.
• No waiver. If we do not enforce a rule on one occasion, we have not waived it.
• Severability. If a provision is held invalid, the rest remain in force.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (article 393 of the Brazilian Civil Code).

23Company details

In short: who is behind Vertia.