Terms of Service
Last Updated: June 25, 2024
These Vori Terms of Service (this “Agreement”) is a legal agreement between Vori, Inc. (“Vori”, “we”, or “us”) and the entity or person accessing or purchasing any of Vori’s products and services (“you” and “your”). This Agreement governs your use of Vori’s cloud-based software platform, point-of-sale systems, mobile applications, hardware and other related products and services (collectively, the “Vori Services”). This Agreement consists of the terms and conditions set forth below, any order forms, online sign-up form, purchase orders or other ordering document that you have agreed with Vori (each an “Order Form”), any product-specific terms, and any other policies and documents referenced herein.
If you are accessing or using the Vori Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE VORI SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE VORI SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1. Account Registration
You must register for a Vori account in order to use the Vori Services. Account information must be accurate, current, and complete, and will be governed by Vori’s Privacy Policy (currently available at https://www.vori.com/privacy). You agree to keep this information up-to-date so that Vori may send notices, statements, and other information by email or through your Vori account. You must ensure that any user IDs, passwords, and other access credentials for the Vori Services are kept strictly confidential and not shared with any unauthorized person. You will be responsible for any and all actions taken using your and any of your authorized users’ accounts, passwords or access credentials. You agree to promptly notify Vori promptly of any breach of security or unauthorized use of its account.
2. Modification of Agreement
We may amend this Agreement at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Vori Services (each a “Modified Version”). The Modified Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Vori Services after the posting of a Modified Version constitutes your acceptance of such Modified Version.
In addition, we may provide disclosures and notices required by law and other information about your Vori Account to you electronically, by posting it on our website, pushing notifications through the Vori Services, or by emailing it to the email address listed in your Vori Account or that you otherwise provided to Vori. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered.
3. Access to Vori Services
3.1. Use of Vori Services
Subject to the terms and conditions of this Agreement, Vori grants you a non-exclusive, non-transferable, non-sublicensable right and license during the subscription term identified in your Order Form to access and use the Vori Service that you have purchased from Vori.
3.2. Product-Specific Terms
Additional terms and conditions may apply when you use certain Vori Services. These additional terms and conditions are included as an addendum to this Agreement. By using any of the Vori Services listed in the attached Vori Product Specific Terms, you agree to be bound by any such additional terms and conditions.
3.3. General Restrictions
Except as otherwise permitted by Vori, you must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Vori Services to a third party; (ii) modify or create a derivative work of the Vori Services or any portion of it; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Vori Services, except to the extent expressly permitted by applicable law and then only with advance notice to Vori; (iv) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Vori Services; (v) access the Vori Services for the purpose of building a competitive product or service or copying its features or user interface; (vi) use the Vori Services for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (vii) remove or obscure any proprietary or other notices contained in the Vori Services, including in any reports or output obtained from the Vori Services.
3.4. Feedback
If you elect to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Vori (collectively, “Feedback”), you hereby grant Vori a worldwide, perpetual, irrevocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Vori will not identify you as the source of the Feedback. Nothing in this Agreement limits Vori’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
3.5. Reservation of Rights
We reserve all rights not expressly granted to you in this Agreement. The Vori Services are protected by copyright, trademark, patent and other laws of the United States and other countries. Except for the limited rights granted to you hereunder, Vori retains all right, title, and interest, in and to the Vori Services.
4. Fees and Payment
4.1 Fees.
To the extent the Vori Services are made available to you for a fee, you agree to pay all fees in the currency and payment period specified in the applicable Order Form. Vori’s fees are exclusive of all taxes, and you agree to pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Vori. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing.
4.2 Credit Card Payment Terms.
If you elect to pay via credit card, then you are solely responsible for either (a) enabling auto-recharge on your payment instrument or (b) ensuring that your payment instrument otherwise has a sufficient positive balance to cover all fees due. If, for any reason, you have a negative balance on its account(s), then Vori reserves the right to suspend your access to the Vori Services.
4.3 Invoicing Payment Terms.
If you elect to receive invoices and pay in arrears and Vori approves of the same, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, you will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If you are overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Vori may assess, and you agree to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less.
4.4 Disputes.
You must notify Vori in writing of any good-faith invoice dispute within twenty (20) days of discovery or the applicable invoice date and reasonably cooperate with Vori in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of your notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. In the event of a dispute you nonetheless agree to pay any undisputed amounts in full and in accordance with this Section.
5. Confidentiality
5.1 Definition. “Confidential Information”
means code, inventions, know-how, product plans, and technical and financial information exchanged by the parties under this Agreement or in connection with the Vori Services, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
5.2 Confidentiality Obligation.
Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that the party remains responsible for any recipient’s compliance with the terms of this Section 5 and that these recipients are bound to confidentiality obligations no less protective than this Section.
5.3 Exclusions.
These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
5.4 Remedies.
The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
6. Customer Data
6.1 Rights in Customer Data.
As between the parties, you retain all right, title, and interest (including any intellectual property rights) in and to any data or content you provide to or specifically create in connection with your use of the Vori Services (“Customer Data”). You grant Vori a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data solely: (i) to provide you with the Vori Services and (ii) to generate data relating to your use of the Vori Services that is de-identified in a manner that does not identify you, any of your authorized users or any of your customers (“De-Identified Data”). Vori retains all right, title and interest to any De-Identified Data.
6.2 Security.
Vori agrees to implement appropriate technical and organizational security measures designed to protect Customer Data in the Vori Services against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access.
7. Term and Termination
7.1 Term.
This Agreement is effective as of the date you first begin use of the Vori Services and continues for the subscription period identified in your Order Form with Vori. Following conclusion of the initial subscription period, your subscription for the Vori Services will automatically renew. Either party may terminate this Agreement with thirty (30) days’ advance written notice if all Order Forms for the Vori Service(s) have expired or are terminated as expressly permitted in this Agreement. Your subscription to the Vori Services will automatically renew for additional successive subscription periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. You cannot cancel or terminate this Agreement except as expressly permitted herein.
7.2 Suspension of Service.
Vori may suspend your access to the Vori Services if your account is thirty (30) days overdue and you fail to pay any amounts due within ten (10) days of notice by Vori. Vori may also suspend your access to the Vori Services if Vori determines that you have materially violated any terms and conditions of this Agreement or if suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Vori Services.
7.3 Termination for Cause.
Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter).
7.4 Effect of Termination.
Upon any expiration or termination of this Agreement, your license rights terminate and you must promptly stop using the applicable Vori Services. If Vori terminates this Agreement for cause as provided in Section 7.3 (Termination for Cause), any payments for the remaining portion of the subscription will become due and must be paid immediately by you. Vori swill not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Vori Services, or for deletion of your information or account data.
7.5 Survival.
The following Sections survive any expiration or termination of this Agreement: 3.3 (General Restrictions); 3.4 (Feedback); 3.5 (Reservation of Rights); 4 (Fees and Payment); 5 (Confidentiality); 7.4 (Effect of Termination); 8 (Indemnification); 9 (Representations and Warranties); 10 (Disclaimers); 11 (Limitation of Liability); 12 (Third Party Products); and 13 (Miscellaneous).
8. Indemnification
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of the Vori Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any applicable laws; (e) any third-party claims made by your customers in connection with your use of the Vori Services; and (f) any of your products and services. You agree to not settle any claim without Vori’s prior written consent if the settlement would require Vori to admit fault, be exposed to any liability, or take or refrain from taking any action. Vori may participate in a claim through counsel of its own choosing.
9. Representations and Warranties
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are located in the United States; (c) you are eligible to register and use the Vori Services and have the right, power, and ability to enter into and perform under this Agreement; (d) any information you provide in connection with the Vori Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business; (f) you will not use the Vori Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Vori Services; and (g) your use of the Vori Services will be in compliance with this Agreement.
10. Disclaimers
EXCEPT AS OTHERWISE EXPRESSLY AGREED TO BY VORI IN WRITING, THE VORI SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER VORI NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VORI MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT VORI SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE VORI SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED. VORI’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO VORI FOR THE APPLICABLE VORI SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF VORI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 11 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY VORI SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. Third Party Products
All third party hardware and other products included or sold with the Vori Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. VORI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
13. Miscellaneous
13.1 Governing Law; Jurisdiction and Venue.
This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in San Francisco, CA or the United States District Court for the Northern District of California, and you agree to submit to the personal jurisdiction of these courts.
13.2 Assignment.
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that Vori may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
13.3 Notices.
Any notice or communication under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Vori, in English to (support@vori.com). Vori may send notices to the email addresses on your account or, at Vori’s option, to your last-known postal address. Vori may also provide operational notices regarding the Vori Services or other business-related notices through conspicuous posting of the notice on Vori’s website or the Vori Services. Each party consents to receiving electronic notices. Vori is not responsible for any automatic filtering you or your network provider may apply to email notifications.
13.4 Subcontractors.
Vori may use subcontractors and permit them to exercise the rights granted to Vori in order to provide the Vori Service and related services under this Agreement. These subcontractors may include, for example, Vori’s hosting providers. However, subject to all terms and conditions of this Agreement, Vori will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Vori Services if and as required under this Agreement.
13.5 Independent Contractors.
The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
13.6 Force Majeure.
Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
13.7 Publicity.
Except as otherwise set forth on the applicable Order Form, you agree that Vori may refer to your name and trademarks in Vori’s marketing materials and website, including but not limited to displaying your logo, solely for the purpose of identifying you as a customer of Vori.
13.8 No Third-Party Rights.
Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.
13.9 Entire Agreement.
This Agreement, and any applicable additional terms or policies, are a complete statement of the agreement between you and Vori regarding the Vori Services. If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.
Vori Product-Specific Terms
1. Hardware Terms
1.1 Applicability.
These Hardware Terms apply to your purchase or lease of any hardware and related accessories made available by Vori (the “Vori Hardware”).
1.2 Shipping.
We will ship Vori Hardware using a carrier selected by us. Your Order Form will show your shipping method, estimated time, and any shipping fees. While we will try to meet your shipment and delivery dates, we may be unable to do so in the event of low product inventory. In addition, many events beyond our control can affect the delivery of Vori Hardware after we provide it to the carrier. Therefore, we are not liable for late shipment or delivery or any loss, damage, or penalty you incur from any delay in shipment or delivery.
1.3 Returns.
You may return your Vori Hardware within thirty (30) days of delivery so long as they are in their original condition and packaging and you enclose the original packaging slip. We will refund your purchase price in full and cover the cost of return shipping. You must return all Vori Hardware, cords, cables, parts and documentation that were included with the original package. Refunds will be applied to the original purchase method. Only Vori Hardware purchased directly from Vori can be returned to Vori.
1.4 Lease of Vori Hardware.
If you have leased Vori Hardware, the Vori Hardware is and shall remain the property of Vori, and is leased to you pursuant to the terms and conditions of this Agreement. You agree that you will take no action that directly or indirectly impairs Vori’s title to the Vori Hardware, or any portion thereof, or exposes Vori or any such Vori Hardware to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the parties. You are solely responsible for damage to, or loss of, any Vori Hardware in your possession or control. Upon termination of the Agreement, you will promptly return all Vori Hardware to Vori within thirty (30) days.
1.5 Purchase of Vori Hardware.
If you have purchased Vori Hardware, title to the Vori Hardware will transfer to you upon full payment. All risk of loss and title for Vori Hardware pass to you upon delivery to you. Vori warrants your Vori Hardware against defects in materials and workmanship under normal use for a period of one (1) year from the shipping date. Vori will replace such defective Vori Hardware at no cost to you. However, you must return the defective Vori Hardware to Vori at the designated address and in the designated box, with all accessories, cords, cables, parts and documentation included, within fourteen (14) days of receiving your replacement Vori Hardware. You will be asked to provide a payment card number to Vori when you initiate a warranty based return. In the event you fail to return your defective Vori Hardware pursuant to the process and time frame specified by Vori, Vori will charge either your Vori account or other payment method you have provided to Vori. This Section states your sole and exclusive remedy for breach of this limited warranty. This limited warranty is only available to you as the original purchaser of the Vori Hardware. Warranty coverage terminates if you sell or transfer your Vori Hardware.
1.6 Disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTIES WITH RESPECT TO ANY VORI HARDWARE ARE PROVIDED IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY VORI HARDWARE. ACCORDINGLY, VORI EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST HIDDEN OR LATENT DEFECTS.
2. Vori Pricing Management Tool Terms
2.1 Applicability.
These Vori Pricing Management Tool Terms apply to your use of any pricing management features and tools made available by Vori through the Vori Services (the “Pricing Tools”).
2.2 Additional Terms.
The Pricing Tools enable you to have dynamic pricing within your storefront. The Pricing Tools make decisions based in part on the input and parameters you set within the Vori Services. While Vori strives to ensure the reliability and accuracy of any pricing decisions or other information made available by the Pricing Tools, Vori does not guarantee any outcomes or financial results from the use of the Pricing Tools. In addition, we advise that you regularly review and, if necessary, adjusts any pricing decisions, recommendations or other output from the Pricing Tools to ensure they align with your business objectives and other requirements.
3. Vori Marketing and Loyalty Terms
3.1 Applicability.
These Vori Marketing and Loyalty Terms apply to your use of any features and functionality within the Vori Services to allow you to interact and engage with your consumers, including to manage your loyalty or reward program, issue gift cards or send marketing communications.
3.2 Messaging and Loyalty Programs.
You may be able to use the Vori Services to create, send and manage marketing and other messages to your customers (“End Customers”) who have elected to receive offers and updates from you. Vori is not involved in or responsible for your marketing or other messaging to End Customers, except for providing the Vori Services that facilitate the creation, delivery and management of messages by you to your End Customers. You are responsible for marketing or other messages that you send using the Vori Services, the content of those messages, ensuring you have appropriate consent to send those messages, and honoring any customer privacy choices and terms included in such messages. In using the Vori Services, you will not use purchased, rented, or third-party lists of email addresses or phone numbers, and you may not use the Vori Services to send unsolicited messages. If you offer a loyalty program to your End Customers through the Vori Services, you agree to make available to your End Customers any terms and conditions applicable to your loyalty program. You are solely responsible for determining the rewards associated with your loyalty program. You further agree to notify your End Customers of any items you exclude from points eligibility under your loyalty program. You further agree to notify your customers of any items you exclude from points eligibility under your Loyalty program. You are responsible for ensuring that your transactional messages, marketing messages, and loyalty program and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing privacy, prepaid cards and special offers such as rebates and coupons.
3.3 Number Verification.
In order to use certain text SMS and/or MMS messaging features within the Vori Services, Vori may make available to you a dedicated toll-free number of 10-digit long code number (each a “Dedicated Messaging Number” or “DMN”). In order to receive a DMN, you may be asked to submit information about your business, including, but not limited to, your business name, contact information, and business website. You agree that Vori may provide this information and any other information you have previously provided to Vori in the course of your relationship with us to our service providers to verify the DMN for use in connection with the Vori Services.
3.4 Use of DMN.
You agree not to use the DMN to sign up for any text messages from third party services, including any transactional messages, marketing messages, or alerts. You agree not to use the DMN in connection with any services outside of the Vori Services, including but not limited to those that could incur financial charges or for which bills or other notices relating to financial charges would be sent to your DMN. You may not use your DMN to send or receive messages with parties other than your End Customers from whom you have obtained consent under applicable federal, state, or local laws to send a message. Vori reserves the right to change or reclaim the DMN(s) assigned to you in the event of a breach of these terms, and/or where necessary for compliance with applicable law or regulation.
3.5 Loyalty Cards.
If you purchase and offer gift cards, including e-gift cards, to your End Customers through Vori, you (and not Vori) are the issuer and administrator of your gift cards. Gift cards sold by you are “closed loop” gift cards that are only redeemable from you for your goods and services. You agree to pay our fees on each issue of a gift card as well as all order, printing, shipping, and load fees for each order of gift cards. Our load fees are charged as a fixed percent of the total value loaded onto a gift card and are charged at the time of initial load and subsequent reloads in order for us to maintain the technological infrastructure to support your gift card program, including providing channels for you to sell online, including in bulk and as a group gift, load and clear balances, store gift cards as an on file payment method, view gift card analytics, and allow your customers to check their load balances. Vori does not assess a fee on the redemption of a gift card to purchase goods or services from you, and you may not assess or impose any fees or charges on the issuance, maintenance, or redemption of gift cards. You may not issue a gift card with a value in excess of $1,000 or add value to a previously issued gift card so that the total funds loaded on a gift card in any single day exceed $1,000. Further, you may not issue more than $5,000 in gift cards to any single person in any one day. You may not impose an expiration date on gift cards and any unused balance of a gift card must remain available to the holder of the gift card until fully redeemed, even if your Vori account is closed, suspended, or terminated. You may not provide a cash refund from or cash back on gift cards except to the extent required by applicable law. If a purchase exceeds the holder’s gift card balance, the holder must pay the remaining amount with another payment method. All gift cards and the funds associated with gift cards are your sole property. Any liability for the use or misuse of your gift cards, and any third party claims arising from or relating to your gift cards, are your sole responsibility. You are solely responsible for compliance with federal, state, and local laws that apply to your gift cards, including but not limited to notice and disclosure requirements, expiration dates and fees, refunds, unclaimed property or escheat requirements (such as tracking, reporting, and remittance of unclaimed property balances in all states), and customer service for End Customers and holders of gift cards.
3.6 Acceptable Use.
You further agree you will not use the Vori Services, or encourage, promote, facilitate, or instruct others to use the Vori Services, to send messages that contain, offer, promote, reference, or link to any content prohibited by any applicable federal, state, or local laws (including the CAN-SPAM Act, Telephone Consumer Protection Act, and the Telemarketing Sales Rule), any rules, requirements, and policies of any telecommunication providers, or to any of the following categories of activities or information:some text
- Illegal, Fraudulent, or Harmful Activities. Any activities that are illegal, violate the rights of others, or may be harmful to others and/or to Vori, our operations, or reputation, including any illegal lottery, phishing or pharming activity, or malicious content (including malware or viruses).
- Infringing Content. Content, including images, that infringes or has the potential to infringe the intellectual property, privacy, or other proprietary rights of another, or that may be libelous, slanderous, or otherwise defamatory.
- Evasive Content. Content that is designed to evade filters, detection, monitoring, rate limits, and other content or service restrictions, including those imposed or managed by telecommunications providers, partners, or vendors.
- Spam. Content that is sent using spam bots or other similar systems, has altered or hidden mail headers, falsely identifies the sender, or assumes a sender’s identity without permission. You agree that you will not create a false identity or attempt to mislead others regarding the identity of the sender or the origin of any data or communications.
We reserve the right, but do not assume any obligation, to monitor your content, and to investigate any violation of this Agreement. We may disable, suspend, or terminate access to any user, content, or resource that violates these terms or any other agreement we have with you for use of the Vori Services. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
4. Vori Payment Terms
4.1 Applicability.
These Vori Payment Terms apply to your use of any point-of-sale systems and payment processing services made available by Vori (collectively, “Payment Services”). Vori is a payment facilitator that allows you to accept cards from End Customers for the payment for goods and services. We are not a bank and do not offer banking services. Among other payment methods, our Payment Services allow you to accept payments from any certain credit, debit, prepaid, or gift cards issued by support card networks, including VISA, MasterCard, Discover, and American Express (the “Card Networks”). We currently partner with third party payment processors (each a “Payment Processor”), including Datacap Systems, Inc. and Fiserv, Inc. to facilitate the Payment Services. You may be required to enter into an agreement directly with our Payment Processor in order to use the Payment Services.
4.2 Your Authorization.
In connection with the Payment Services, you authorize our Payment Processors to act as your agent for the purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits our Payment Processors to generate a paper draft or an electronic funds transfer to settle the proceeds of each card transaction and transactions from other payment methods that you authorize, less any applicable fees (“Proceeds”). Your authorizations will remain in full force and effect until the later of closure or termination of your Vori Account, or the disbursement of all funds held on your behalf. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any chargeback provisions withheld or applied.
4.3 Processing Fees.
You agree to pay the applicable fees listed on your Order Form or otherwise within the Vori Services for card payments and other payment methods (“Fees”). All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds. We reserve the right to change the Fees upon reasonable advance notice. All Fees, charges, and payments collected or paid through the Payment Services are denominated in US dollars.
4.4 Access to Proceeds.
We will settle Proceeds to your verified bank account or other account approved by Vori and/or our Payment Processors. If Vori is not able to debit or credit the bank account you link to your Vori account, that bank account will be de-linked from your Vori account. We may defer payout or restrict access to your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Vori Services, or in accordance with this Agreement. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
4.5 Chargebacks.
There may be times when your customer may not be the authorized user of the card or other payment method, or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back from your connected payment account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Network, our Payment Processors, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the Agreement or these Payment Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your Vori account, including (a) establishing new processing fees, (b) delaying payouts, or (c) terminating or suspending the Payment Services.
4.6 Processing Errors.
We and our Payment Processors will attempt to fix processing errors we discover. If an error results in your receipt of fewer funds than you are entitled, we or our Payment Processors will credit your account for the difference. You grant us and our Payment Processors authorization to recover funds from you concerning processing errors. If an error results in your receipt of more funds than you are entitled, Vori or our Payment Processor may recover the extra funds from you. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
4.7 Card Network Rules.
By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Card Networks (“Network Rules”), including the rules related to Chargebacks, and any applicable NACHA Rules. The Card Networks amend their rules and regulations from time to time. Vori may be required to change these terms in connection with amendments to the Network Rules. In the event of inconsistency between a Network Rule and these Payment Terms, the Network Rule shall apply.