Terms of Service

Accuracy of Information

You represent and warrant that all information you provide to Vakerus — including business details, product specifications, and contact information — is accurate, complete, and current. You agree to promptly update any information that becomes inaccurate.

Lawful Use

• Use our Services only for lawful purposes and in compliance with all applicable local, state, national, and international laws
• Not engage in any activity that could harm, disrupt, or interfere with the Platform or other users
• Not attempt to gain unauthorized access to any part of the Platform or its underlying systems
• Not use the Platform to facilitate the sourcing of counterfeit, illegal, or prohibited goods

Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at info@vakerus.com if you suspect unauthorized use of your account.

Export & Trade Compliance

You are solely responsible for ensuring your sourcing activities comply with applicable export control laws, trade sanctions, customs regulations, and import/export restrictions in all relevant jurisdictions including the United States and your country of operation.

Fees & Invoicing

All Fees are set forth in your applicable Service Agreement. Payment obligations are binding upon execution of a Service Agreement or commencement of Services, whichever is earlier. Invoices are issued in USD unless otherwise agreed in writing.

Payment Schedule

• Membership fees are due at the start of each billing period as specified in your Service Agreement
• Project-based fees are typically structured as a 50% deposit upon order confirmation and 50% prior to shipment release, unless otherwise agreed
• Transaction fees and commissions are invoiced upon completion of the applicable milestone

Late Payments

Overdue balances may accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). Vakerus reserves the right to suspend Services for accounts with overdue balances exceeding 15 days past due, following written notice.

Refunds

Refund eligibility is governed by the terms of your applicable Service Agreement. Membership fees are generally non-refundable. Project-specific refund terms are negotiated at the time of engagement.

Your IP

You retain full ownership of all intellectual property you provide to Vakerus, including product designs, specifications, trademarks, trade secrets, and proprietary business information (“Your IP”). Nothing in these Terms transfers any ownership of Your IP to Vakerus.

License to Vakerus

You grant Vakerus a limited, non-exclusive, non-transferable license to use Your IP solely to the extent necessary to perform the Services. This license terminates upon conclusion of your engagement with Vakerus.

IP Protection Measures

Vakerus implements reasonable measures to protect Your IP during the manufacturing process, including:

• Non-Disclosure Agreements (NDAs) executed with all Factory Partners prior to project disclosure
• Supplier compliance requirements prohibiting unauthorized reproduction or disclosure
• Blind RFQ processes that limit factory visibility to necessary project details only

Vakerus IP

All content, software, trademarks, trade dress, and materials comprising the Platform are the exclusive property of Vakerus or its licensors. You may not copy, reproduce, distribute, or create derivative works from Vakerus IP without prior written consent.

Cap on Liability

To the maximum extent permitted by applicable law, Vakerus’s total cumulative liability arising out of or related to these Terms or any Service Agreement shall not exceed the total Fees paid by you to Vakerus in the twelve (12) months immediately preceding the event giving rise to the claim.

Excluded Damages

In no event shall Vakerus be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services — even if Vakerus has been advised of the possibility of such damages.

Essential Basis

The limitations in this section reflect a reasonable allocation of risk and are an essential basis of the agreement between you and Vakerus. Vakerus would not provide the Services without these limitations.

Termination by Either Party

Either party may terminate Services upon written notice as specified in the applicable Service Agreement. In the absence of a specific notice period, thirty (30) days’ written notice is required.

Termination for Cause

Vakerus may suspend or terminate your access immediately and without notice if you: (a) materially breach these Terms and fail to cure such breach within 10 business days of written notice; (b) engage in fraudulent, abusive, or illegal conduct; or (c) fail to pay Fees when due.

Effect of Termination

• All outstanding payment obligations become immediately due and payable upon termination
• Sections relating to confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive termination
• Vakerus will cooperate in good faith to transition active Projects in progress to minimize disruption

Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.

Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. If unresolved, disputes shall be submitted to binding arbitration administered by JAMS under its Streamlined Arbitration Rules, conducted in San Diego, California.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis only. You waive the right to participate in any class action, class arbitration, or representative proceeding.

Injunctive Relief

Nothing in this section limits either party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction for matters involving intellectual property or confidentiality obligations.