Vendor Terms

VENDOR TERMS AND CONDITIONS Last Updated: February 27, 2026 IMPORTANT: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING AS A VENDOR ON OUR PLATFORM. 1. ACCEPTANCE OF VENDOR TERMS 1.1 By registering as a Vendor on Autoengage ("the Platform"), you accept and agree to be bound by these Vendor Terms and Conditions in addition to the general User Terms and Conditions. 1.2 These Vendor Terms constitute a legally binding agreement between you ("Vendor", "you", or "your") and RemoteCues ("we", "us", or "our") governing your use of the Platform as a service provider. 1.3 If you do not agree to these terms, please do not register as a Vendor. Your continued use of Vendor services constitutes acceptance of these terms. 2. VENDOR DEFINITION AND ELIGIBILITY 2.1 A "Vendor" is a business or individual who: - Registers on the Platform to provide WhatsApp messaging services - Offers services to end users (sub-users) through the Platform - Manages their own pricing, customer base, and service offerings 2.2 To become a Vendor, you must: - Be at least 18 years old and have legal capacity to enter contracts - Provide valid business registration information (if applicable) - Complete the Vendor registration process - Agree to these Vendor Terms and Conditions 2.3 We reserve the right to approve or reject any Vendor application at our sole discretion. 3. VENDOR SERVICES AND FEATURES 3.1 As a Vendor, you will have access to additional features including: - Create and manage sub-user accounts - Set your own pricing for services offered to sub-users - Access Vendor-specific analytics and reporting - Customize branding and messaging templates - Access API tools for advanced integrations - Manage customer relationships and support 3.2 We reserve the right to modify, add, or remove Vendor features at any time with reasonable notice. 4. VENDOR SUBSCRIPTION AND FEES 4.1 Vendor accounts require a paid subscription. Current Vendor subscription plans and pricing are available on our website. 4.2 Vendor subscription fees are: - Billed in advance on a monthly or annual basis - Non-refundable unless otherwise specified - Subject to change with 30 days' notice 4.3 Transaction fees may apply to payments collected from sub-users. These fees will be clearly communicated and are deducted from your earnings. 4.4 Failure to pay subscription fees may result in suspension or termination of your Vendor account. 5. RELATIONSHIP WITH SUB-USERS 5.1 As a Vendor, you are providing services to sub-users (your customers). The relationship between you and your sub-users is separate from your relationship with RemoteCues. 5.2 You are solely responsible for: - Setting prices for your services - Providing customer support to your sub-users - Handling billing and payment disputes with sub-users - Ensuring compliance with applicable laws regarding your services - The quality and content of services you provide 5.3 We are not a party to any contract between you and your sub-users. We merely provide the platform for you to offer your services. 5.4 You agree to maintain professional conduct with sub-users and resolve disputes in good faith. 6. PRICING AND REVENUE SHARING 6.1 You may set your own prices for services offered to sub-users, subject to any minimum or maximum limits we may establish. 6.2 Revenue from sub-user payments will be processed according to our payment system. Details of revenue sharing and payout schedules are available in your Vendor dashboard. 6.3 You are responsible for all taxes related to revenue earned through the Platform. We may withhold applicable taxes as required by law. 6.4 Payouts are processed on a regular schedule. Minimum payout thresholds apply and will be communicated in your dashboard. 7. COMPLIANCE AND LEGAL OBLIGATIONS 7.1 As a Vendor providing commercial services, you represent and warrant that you: - Have all necessary licenses and permits to operate your business - Comply with all applicable laws and regulations - Have proper insurance coverage for your business activities - Meet all consumer protection requirements in your jurisdiction 7.2 You agree to comply with: - WhatsApp Business Solution Terms and Commerce Policy - All applicable data protection and privacy laws - Anti-spam laws and regulations (including TCPA, CAN-SPAM, GDPR) - Financial services regulations that may apply to your business 7.3 We may require documentation to verify your compliance with these requirements. Failure to provide requested documentation may result in account suspension. 8. DATA PROTECTION AND PRIVACY 8.1 You are a data controller for any personal data you collect from sub-users. You must comply with applicable data protection laws, including GDPR where applicable. 8.2 You must: - Only collect personal data necessary for providing your services - Implement appropriate security measures to protect data - Provide clear privacy notices to sub-users - Handle data subject requests in accordance with applicable laws - Not share sub-user data with third parties without consent 8.3 Our Data Processing Agreement, which forms part of these terms, governs how we process data on your behalf. 9. INTELLECTUAL PROPERTY 9.1 You retain ownership of your intellectual property, including: - Your branding, logos, and trademarks - Custom templates and content you create - Any proprietary tools or processes you develop 9.2 By using the Platform, you grant us a license to use your trademarks and branding for the purpose of promoting the Platform and your services. 9.3 You may not use our trademarks, logos, or branding without prior written permission, except as necessary to identify your services as being available on our Platform. 10. PLATFORM RULES AND RESTRICTIONS 10.1 As a Vendor, you agree NOT to: - Engage in deceptive or fraudulent practices - Make false or misleading claims about your services - Use the Platform to send spam, malware, or harmful content - Violate the rights of sub-users or third parties - Resell or redistribute our Platform services without authorization - Attempt to circumvent our fee structures or payment systems 10.2 We reserve the right to investigate suspected violations and take appropriate action, including account suspension or termination. 11. SERVICE LEVEL AND AVAILABILITY 11.1 We strive to maintain high availability for the Platform but do not guarantee uninterrupted service. Scheduled maintenance may be required from time to time. 11.2 We are not liable for service interruptions caused by: - Third-party service providers - Force majeure events - Sub-user actions or inactions 11.3 In the event of significant service disruptions, we will provide reasonable notice and work to restore service as quickly as possible. 12. LIABILITY AND INDEMNIFICATION 12.1 Our liability to you is limited as described in our general Terms and Conditions. We are not liable for: - Disputes between you and your sub-users - Loss of revenue or business opportunities - Actions or omissions of sub-users - Third-party services you use 12.2 You agree to indemnify and hold us harmless from any claims arising from: - Your services provided to sub-users - Your violation of these Vendor Terms - Your violation of applicable laws or third-party rights - Claims by sub-users regarding your services 13. TERMINATION 13.1 Either party may terminate this agreement: - You may terminate by closing your Vendor account through your dashboard settings - We may terminate with 30 days' written notice - We may terminate immediately for cause for violations of these terms 13.2 Upon termination: - You will lose access to Vendor features - Sub-user data will be handled according to our data retention policies - Any pending payouts will be processed according to our policies - You must fulfill any outstanding obligations to sub-users 13.3 Survival: Provisions regarding intellectual property, indemnification, and liability will survive termination. 14. CHANGES TO VENDOR TERMS 14.1 We may modify these Vendor Terms at any time. Material changes will be communicated via email or through the Platform. 14.2 Your continued use of Vendor features after changes take effect constitutes acceptance of the new terms. 14.3 If you do not agree to changes, you may terminate your Vendor account without penalty. 15. DISPUTE RESOLUTION 15.1 Any disputes arising from these Vendor Terms should first be addressed through good faith negotiations. 15.2 If resolution cannot be reached, disputes will be handled according to the dispute resolution provisions in our general Terms and Conditions. 15.3 You acknowledge that disputes with sub-users are your responsibility to resolve directly. 16. MISCELLANEOUS 16.1 These Vendor Terms are in addition to our general User Terms and Conditions. In case of conflict, these Vendor Terms prevail for Vendor-specific matters. 16.2 If any provision is found invalid, the remaining provisions will continue in effect. 16.3 Our failure to enforce any right does not constitute a waiver. 17. CONTACT INFORMATION For questions about these Vendor Terms and Conditions, please contact us at: - Email: [Contact Email] - Vendor Support: [Vendor Support Email] - Website: [Website URL] By becoming a Vendor, you acknowledge that you have read, understood, and agree to be bound by these Vendor Terms and Conditions.