General Terms

1. Contracting Parties and Scope

This agreement (“Agreement”) governs the relationship between GILBERTO RUSSO PEREIRA TECNOLOGIA DA INFORMACAO LTDA, a company incorporated in Brazil, registered under CNPJ (Brazilian corporate taxpayer ID) No. 63.782.910/0001-93, trading as GRP Alliance, with its registered office at Rua Pais Leme, 215, Conj. 1713, Pinheiros, São Paulo – SP, 05424-150, Brazil, owner and operator of the Tuzzello platform (“Platform”), and:

• Vendors, who offer products or services through the Platform; and
• Affiliates, who promote such products and earn commissions from resulting sales.

By registering, using, or accessing the Platform, the User confirms to have read, understood, and accepted all provisions of this Agreement.

In this Agreement, GRP Alliance refers to the company identified above, and Tuzzello or “Platform” refers to the platform it owns and operates.

2. Registration and Access

Use of the Platform is subject to completing registration with accurate and up-to-date information. GRP Alliance may approve, reject, or suspend registrations at any time, without justification.

Users are responsible for the security and confidentiality of their credentials. GRP Alliance is not liable for unauthorized access due to the user’s negligence.

3. Vendors

3.1 Product Registration and Listing

Vendors may list physical or digital products, and must provide accurate and complete information, including price, description, images, category, delivery policy, and refund policy.

3.2 Responsibilities

The Vendor is fully responsible for:

• Compliance with applicable laws;
• Product quality, safety, legality, and regulatory compliance;
• Post-sale support and legal warranty fulfillment;
• Keeping all information updated.

GRP Alliance may remove or refuse product listings at its sole discretion.

3.3 Payments

GRP Alliance will process payouts to Vendors within 30 calendar days following the end of the billing cycle, deducting:

• Applicable taxes;
• Platform service fees;
• Refunds, chargebacks, or other payment reversals.

Payments below the minimum threshold (e.g., €50) may be accumulated until the required amount is reached.

3.4 Withholdings and Negative Balances

GRP Alliance may withhold Vendor payments in the event of:

• Fraud risk, legal claims, or excessive refunds;
• Products with high complaint or defect rates;
• Lack of timely support or response from the Vendor.

If the Vendor’s account has a negative balance, they must settle it within 10 business days after notification. GRP Alliance may offset this through future payouts or pursue legal collection.

4. Affiliates

4.1 Commissions

Affiliates earn commissions for sales tracked via their unique affiliate link, according to terms defined by the Vendor. Commissions are paid on the same timeline as Vendor payouts.

4.2 Prohibited Conduct

The following practices are prohibited:

• Self-purchases or fraudulent sales;
• Spam, impersonation, or misleading advertising;
• Unauthorized promotion or false claims;
• Illegal traffic generation techniques.

4.3 Advertising Compliance

Affiliates must comply with GDPR, CAN-SPAM, and other relevant regulations. It is mandatory to:

• Clearly disclose promotional intent;
• Include affiliate disclaimers;
• Provide opt-out mechanisms;
• Maintain transparency in sponsored content.

5. Intellectual Property and Licenses

Vendors and Affiliates grant GRP Alliance a non-exclusive, worldwide, royalty-free license to use their logos, trademarks, business names, and promotional materials related to the products and services offered.

6. Auditing and Monitoring

GRP Alliance may request activity logs, email campaigns, sales reports, or marketing content at any time. Users must respond within 5 business days.

7. Confidentiality

During and after the term of this Agreement, all parties agree to maintain the confidentiality of all technical, commercial, and operational information obtained.

8. Limitation of Liability

GRP Alliance provides the Platform “as-is” and shall not be liable for loss of profits, failed sales, third-party claims, or operational errors caused by Users.

9. Indemnification

Vendors and Affiliates agree to indemnify GRP Alliance from any direct or indirect losses arising from breach of contract, legal violations, or third-party claims related to their activity.

10. Termination

This Agreement may be terminated:

• By GRP Alliance, at any time, with or without cause, via notification;
• By the User, with 10 days’ notice through their account dashboard.

All outstanding financial and legal obligations remain valid post-termination.

11. International Dispute Resolution

This Agreement shall be governed by the laws of the Federative Republic of Brazil, subject to applicable mandatory rules, including consumer protection rules. Any disputes shall be submitted to the courts competent under the applicable rules of jurisdiction and venue, preserving consumers’ rights regarding the competent forum where applicable.

GRP Alliance may also seek arbitration under the rules of the International Chamber of Commerce (ICC) for significant international disputes.

12. Email Content Requirements

All promotional emails must:

• Include a clear sender ID;
• Contain a valid opt-out link active for at least 30 days;
• Display a physical sender address;
• Be sent only to opt-in recipients;
• Avoid misleading subjects, spoofing, or cloaked identities.

13. Email Suppression and Monitoring

• Opt-out requests must be honored within 10 days;
• Sale or reuse of email suppression lists is strictly prohibited;
• GRP Alliance may audit opt-in logs and email histories;
• Vendors and Affiliates must maintain and respect updated suppression lists.

14. Telemarketing, Fax, and SMS

These channels may not be used without prior user consent. If authorized:

• Clear unsubscribe instructions must be included;
• Robocalls or prerecorded messages are prohibited without explicit consent;
• The sender must be clearly identified;
• National Do Not Call lists must be respected.

15. Final Provisions

This Agreement constitutes the entire agreement between the parties. Amendments must be made in writing. If any clause is deemed invalid, the remaining provisions shall remain in full force and effect.