Terms of Service

1. Acceptance of Terms & Parties

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract entered into by and between Netrocos, LLC ("Netrocos", "Vendray", "Company", "we", "us", or "our"), and the business entity, sole proprietor, merchant, or individual accessing or using the Vendray platform, storefronts, or edge infrastructure ("Merchant", "Subscriber", "B2B Client", "you", or "your").

By registering for an account, accessing the merchant admin console, connecting a custom domain, or utilizing any Vendray service, you confirm that you have read, understand, and agree to be bound by all provisions of this Agreement. If you are entering on behalf of a company, you represent and warrant that you possess full legal authority to bind such entity.

2. SaaS Infrastructure & Service Scope

Vendray provides edge-native software-as-a-service (SaaS) e-commerce infrastructure, hosting, and content delivery tools that allow Merchants to build, customize, and operate independent digital storefronts.

3. Merchant Account & Security

To operate a store, you must register a unique account. You agree to provide true, accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your credentials, passwords, and staff access tokens, and for all activities conducted under your account. Netrocos, LLC will not be liable for any compromise arising from your failure to safeguard your credentials.

4. Subscriptions, Fees & Billing

Vendray provides access to its platform through monthly subscription tiers (Starter Launch ($5/mo), Growth ($8/mo), and Scale & Enterprise ($20/mo)) or discounted annual plans. Subscriptions are billed automatically in advance via Stripe. All subscription fees paid to Netrocos, LLC are strictly non-refundable. If automated billing fails, the account enters past_due status, and Netrocos, LLC reserves the right to suspend storefront and admin console access.

5. Zero Platform Fees & Payment Rails

Vendray charges a 0% platform transaction fee. Customer payments flow directly through independent payment gateways (e.g., Stripe, Stripe Connect, PayPal, or automated ACH bank rails):

• Direct Merchant Payouts: Customer payments flow directly into your merchant bank account. Netrocos, LLC does not hold, collect, transmit, or escrow consumer funds.
• Processor Fees: Card interchange and gateway fees (e.g., Stripe 2.9% + 30¢ or ACH 0.8%) are solely your commercial responsibility.
• No Gateway Liability: Netrocos, LLC accepts zero responsibility or liability for any processor account holds, reserves, delays, payout freezes, or funds withholding imposed by Stripe or any financial institution.

6. Chargebacks, Disputes & Customer Claims

The Merchant is solely and exclusively liable for all chargebacks, card brand penalties, customer fraud disputes, returns, cancellations, and refund requests arising from transactions processed through their storefront. Under no circumstances will Netrocos, LLC be required to reimburse or defend you against any chargeback assessments or dispute fees.

7. Taxes, Tariffs & Regulatory Compliance

You bear 100% legal and financial responsibility for determining whether sales, use, value-added (VAT), goods and services (GST), customs duties, tariffs, or governmental fees apply to your storefront transactions. You are solely responsible for calculating, collecting, reporting, and remitting all taxes to appropriate tax authorities. You expressly agree to indemnify and hold Netrocos, LLC harmless from any tax assessments, interest, or penalties.

8. Prohibited Items & Merchant Conduct

You agree not to use Vendray or allow your storefront to facilitate the promotion, marketing, sale, or distribution of: illegal narcotics, controlled substances without valid prescription, weapons or explosive devices, counterfeit or pirated goods, adult escort services, Ponzi schemes or predatory financial services, malware/phishing tools, or hate speech. Netrocos, LLC reserves the unilateral right to immediately suspend or terminate any store found in violation without prior notice or refund.

9. Intellectual Property & DMCA Safe Harbor

Platform Ownership: All right, title, and interest in and to the Vendray platform, software engine, interfaces, APIs, and edge infrastructure belong exclusively to Netrocos, LLC.

Merchant Content License: You retain ownership of all product imagery, descriptions, catalog data, and brand logos ("Merchant Content") uploaded to Vendray. You grant Netrocos, LLC a non-exclusive, worldwide, royalty-free license to store, cache, replicate across Cloudflare edge data centers, and display your Merchant Content solely for the purpose of operating your storefront.

DMCA Copyright Safe Harbor (17 U.S.C. § 512): Netrocos, LLC respects intellectual property rights. If you believe your copyrighted work is infringed by a store hosted on Vendray, please send a formal DMCA Notice to: dmca@netrocos.com or legal@netrocos.com.

10. Comparative Advertising & Trademarks

Any references on the Vendray website to third-party platforms (including Shopify®) are made solely for truthful, nominative comparative advertising purposes pursuant to 15 U.S.C. § 1125 and 16 C.F.R. § 14.15. Shopify® is a registered trademark of Shopify Inc. Vendray is an independent product of Netrocos, LLC, and is not affiliated with, endorsed by, or sponsored by Shopify Inc.

11. Service Availability & Uptime Disclaimer

While Vendray's distributed architecture is deployed across global serverless edge infrastructure designed for high availability, Netrocos, LLC does not guarantee 100% uninterrupted, error-free, or continuously accessible platform operation. Upstream Cloudflare outages, telecommunications disruptions, or payment processor downtime may occur. Netrocos, LLC shall not be liable for any lost sales, cart abandonments, or business interruptions resulting from such events.

12. Disclaimer of Warranties ("AS IS")

13. Strict Limitation of Liability ($100 Cap)

14. Merchant Defense & Indemnification

You agree to defend, indemnify, and hold completely harmless Netrocos, LLC, its members, managers, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use of the Vendray platform or operation of your storefront;
• Any product, good, digital item, or service advertised, promoted, or sold through your store;
• Any dispute, chargeback, claim, refund, or injury brought by your customers, shoppers, or third parties;
• Any alleged or actual infringement or violation of third-party intellectual property or privacy rights by your Merchant Content;
• Your failure to collect, report, or remit any applicable taxes or duties; or
• Your violation of any applicable federal, state, local, or international law or regulation.

15. Binding Arbitration & Class Action Waiver

Mandatory Individual Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

16. Governing Law & Jurisdiction

This Agreement and all claims or causes of action arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, United States of America, without regard to conflict of law principles.

17. Modifications & Termination

Modifications: Netrocos, LLC reserves the right to update or modify these Terms at any time. Continued use of the platform after the posting of modified Terms constitutes binding acceptance.

Termination: You may cancel your subscription at any time through the merchant admin console. Netrocos, LLC may terminate or suspend your account, access, or storefront immediately, without prior notice or liability, for any material breach of these Terms or for conduct detrimental to the platform or other merchants.

18. Contact & Legal Notices

All legal inquiries, notices, or formal correspondence regarding these Terms must be directed in writing to: