1.1 Affiliate means any entity which a party controls or is controlled by, where control means an ability to exercise power, directly or indirectly, or to direct the management and policies of an entity through ownership of voting or equity interests.

1.2 Subscriber means a legal entity ordering Services from VEST.

1.3 Subscriber Account means an account for Subscriber that is required to access and utilize the applicable Services.

1.4 Portal means an online gateway hosted by VEST and permitting access to Subscriber, Users, and Guests in accordance with password permissions designated by Subscriber.

1.5 Subscriber Content means any data uploaded to Subscriber’s account for storage, or data existing in Subscriber’s online Portal account environment including any trademarks, logos, information, and other materials provided by the Subscriber for use on the Portal.

1.6 Logs means data and information including, but not limited to, on performance, stability, usage, security, support, as well as technical details on devices, systems, software, services or peripherals associated with Subscriber’s use of Services.

1.7 Subscription Level means Service usage levels as measured by VEST that is permissible under a price offered to the Subscriber. Service usage level is measured by the maximum number of Users that the Subscriber may authorize to access the Services.

1.8 Order means ordering document, auto-renewal, or online request to access Services.

1.9 Fees means all VEST fees applicable to the Services.

1.10 Updates means any corrections, bug fixes, new features or functions added to or removed from the Services covered by the Subscription Level.

1.11 Open Source Software means third party software distributed by VEST under an open source licensing model (e.g., the GNU General Public License, BSD or a license similar to those approved by the Open Source Initiative).

1.12 User means a legal entity or individual that is authorized by Subscriber to access the Services through Subscriber’s assignment of a single user ID.

1.13 Guest means anyone for whom access to the Portal has been authorized by Subscriber.

2.1 General Description. The Services are restricted to the hosting of a Portal accessible by Users and Guests designated by Subscriber. Features of the Portal depend on the specific Services to which Subscriber subscribes and may include

1. Data and information, as made available by Subscriber to Users and Guests;
2. Welcome message and/or other communications provided by Subscriber directed to Users and Guests;
3. Standard menu that identifies information available to Users and Guests, provided by the Subscriber;
4. User ID and password control;
5. Links to Proprietary Resources located on Subscriber’s Websites or Servers;
6. Personalized menu that identifies the Services; and
7. Subscriber logo(s) as provided by Subscriber.

2.2 Portal and Content Development and Implementation. Customization of the Portal is the sole responsibility of the Subscriber. VEST may offer Consulting Services for additional customization which must be purchased separately. Project scope and schedule of Consulting Services will be contained in a detailed Statement of Work and will need to be agreed upon in writing by the parties and incorporated into this Portal Service Agreement.

2.3 Portal Hosting. VEST operates and maintains the Portal as a hosted service. Subscriber will pay a monthly subscription fee based on Subscription Level.

2.4 Content Updating Service. VEST will not be responsible for updating the contents of Portal. Subscriber is solely responsible for the maintenance of any Subscriber content including data, designs, files, links, or other items hosted on the Portal.

2.5 Ownership. Subscriber acknowledges that Services, the User Documentation, all related programming, and any processes, ideas, inventions, know-how, techniques, and other information generated with respect to the development of the Services and any other services provided under this Agreement are VEST’s Intellectual Property.

2.6 Portal Maintenance Team. VEST will provide portal maintenance services by the Portal Maintenance Team.

3.1 Accepting the Terms. To use the Service, you must first agree to the Terms. You accept the Terms by clicking, checking the box, or tapping on a button indicating your acceptance, by executing a document that references them, by using the Service, or as provided in Section 13.2.

3.2 Rights to Use Services. Subject to these terms, VEST, with the assistance of VEST’s thirdparty service providers, will provide the Services set forth in any Order that VEST has accepted for Subscriber’s use in accordance with the Agreement and applicable Subscription Level. Subscriber acknowledges that Services are not intended for use by consumers and may only be used for business and professional purposes and as expressly granted in this Agreement.

VEST hereby grants Subscriber a limited, personal, non-exclusive, non-transferable worldwide license to use the Services up to a number of users based on the Subscription Level.

Updates to the Services are managed by VEST and included in the Fees. Subscriber shall use the then-current version of the Services, including any Updates, as made available by VEST. To the extent that Affiliates use the Services, Subscriber warrants that it has the authority to bind under this Agreement those Affiliates. Subscriber will be liable to VEST in the event any Affiliate fails to comply with any term or condition of this Agreement.

3.3 Included Services. Subscription to the Services includes the following:

1. User Documentation. Online materials and documentation to assist Subscriber in the use of the Services (collectively, the “User Documentation”).
2. Support. Subscriber will have reasonable access to support services. Support services will consist of assistance with the Service usage, Portal and Website navigation, software troubleshooting, and general inquiries. Users and Guests will have access to support services for assistance with Portal navigation, User ID and Password inquiries, and administration.

3.4 Subscriber’s Obligations.

1. Compliance with Agreement. Subscriber agrees that it shall, at all times, comply in all respects with this Agreement.
2. Subscriber Content and Subscriber Data. Subscriber represents that Subscriber Content and Subscriber Data provided for Services belong to the Subscriber, and are original works of authorship and do not violate or infringe any copyright, trademark, trade name, patent, or other Intellectual Property right of a third party. Subscriber agrees to hold VEST harmless and defend VEST from any and all claims or causes of action arising from or related to the Subscriber’s Content that violates or infringes a third party’s Intellectual Property rights.

3.5 Limitations of Use. Except to the extent permitted by applicable law, Subscriber agrees, on behalf of itself and its Users and Guests, not to –

1. Modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or VEST;
2. Knowingly or negligently access or use the Services in a manner that abuses or disrupts the VEST networks, security systems, User accounts, or Services of VEST or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means,
3. Transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful;
4. Market, offer to sell, or to resell the Portal Services. Subscribers may however use the Service to support Subscriber’s own service offerings;
5. Use the Services to send unsolicited or unauthorized advertising, junk mail, or spam;
6. HarVEST, collect, or gather information or data regarding other users without their consent unless permitted by applicable law;
7. Transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including, without limitation, trademark, copyright, data privacy or right of publicity;
8. Transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs;
9. If the Subscriber is VEST’s competitor for the relevant Services, use the Services directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law;
10. Use or access the Services or permit a User or Guest to use or access the Services in a manner that violates the terms of this Agreement;
11. Upload any Personal Health Information covered by US HIPAA regulations to the Service;
12. Make any representations with respect to VEST or this Agreement including, without limitation, that VEST is a warrantor or co-seller of any of Subscriber’s products or service.

3.6 Violations of Limitations of Use. If Subscriber becomes aware or receives notice from VEST that any Subscriber Content or any User’s access to or use of Subscriber Content violates Section 3.5, Subscriber must take immediate action to remove the applicable part of the Subscriber Content or to suspend the User’s access to the Services, as applicable. If Subscriber fails to comply with VEST’s request to remediate, VEST may suspend the Services pursuant to Section 4.3.

4.1 Fees. Subscriber may order Services using VEST ’s ordering process and pay all applicable fees, taxes, and charges specified in the Order. Payment is due for a Service for the term purchased, including any renewals, pursuant to the payment schedule of the applicable Subscription Level. If Subscriber purchases an auto-renewing subscription, the purchase constitutes Subscriber’s agreement for auto-renewals for same term as initially purchased. Subscriber maintains the right to give e-mail notice of non-renewal to VEST prior to any autorenewal. Unless purchased through a VEST authorized reseller, Subscriber understands and agrees that a subscription renewal will be due and payable to VEST. Fees may increase and discounts may not apply to renewals. All Orders, including for renewals, are subject to acceptance by VEST in its discretion. Payments to VEST are due net thirty (30) days after the date of its invoice. All purchases are final, with no right to a refund, except as expressly provided under Sections 5.2, 7.4, and 8.2 of this Agreement. VEST reserves the right, in its discretion, to suspend or terminate the Services or any portion thereof for non-payment of Fees. All Subscriber information provided by or on behalf of Subscriber for a subscription must be current, complete and accurate, and Subscriber is responsible for keeping such information updated.

4.2 Audits. Not more frequently than annually and at VEST’s expense, VEST may audit Subscriber’s use of any Service. If an audit reveals that Subscriber has underpaid fees for any Services, in addition to other remedies provided for herein, Subscriber shall be invoiced for such underpaid Fees. If the Fee deficiency exceeds 20% of the fees paid by the Subscriber, then Subscriber shall also pay VEST’s reasonable costs of conducting the audit.

4.3 Suspension of Services. VEST reserves the right to suspend Subscriber's access to a Service if it determines, in its sole discretion, that (i) payment for the Services is not received within 30 days from the date on which payment is due, (ii) Subscriber’s or its Users’ use of the Services are in breach of this Agreement and not cured as required by Section 5.2, (iii) Subscriber failed to timely address VEST's request to take action pursuant to Section 3.6, (iv) Subscriber’s use of the Services poses a security or other risk to the Services or to other users of Services, or (v) suspension is required pursuant to a subpoena, court order or other legal process. VEST agrees to notify Subscriber of any such suspension. Subscriber is responsible for all fees incurred before or during any suspension. VEST reserves the right, in its discretion, to impose reasonable fees to restore archived data from delinquent accounts.

5.1 Term. The terms of this Agreement shall apply for the period accepted in Orders, including auto renewals, or if none, for the offered period of a Beta, Preview, or Trial subscription.

5.2 Termination for Cause. Either party may terminate the Agreement if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party. In the event of termination by Subscriber for a material breach by VEST , Subscriber shall be entitled to a refund of any unused prepaid Fees, and relief from any subsequent annual payments due for the terminated Services. Either party may immediately terminate the Agreement if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. VEST may immediately terminate the Agreement if the Subscriber breaches Sections 3, 6, and 12.2.

5.3 Effect of Termination. Upon termination of the Agreement or affected specific Services, Subscriber will immediately discontinue all access and use of all Services under the Agreement or the specific Services. Neither party shall be liable for any damages resulting from termination of the Agreement, including without limitation unavailability of Subscriber Content arising therefrom; provided, however, termination shall not affect any claim arising prior to the effective termination date. VEST shall have the right to invoice Subscriber and Subscriber agrees to pay for any use of the Services past the date of termination.

6.1 Subscriber Content. Subscriber retains all rights to any and all of its Subscriber Content, including that considered confidential by Subscriber, subject to a non-exclusive, worldwide, royalty-free, license to VEST as necessary to provide the Services hereunder. Each party shall apply reasonable technical, organizational and administrative security measures, as appropriate relative to the Services, to keep Subscriber Content protected in accordance with industry standards, including those identified in Section 12.3 for VEST.

1. Subscriber shall at all times retain a current copy of Subscriber Content, if any, outside the services for backup and archival purposes.
2. If VEST reasonably believes a problem with the Services may be attributable to Subscriber Content or use of the Services, Subscriber shall cooperate with VEST to identify the source of and to resolve the problem.
3. VEST has no obligation to maintain Subscriber Content following termination or expiration of the Agreement or Services. Subscriber must contact VEST within thirty (30) days to download Subscriber Content after such termination or expiration.

6.2 VEST’s exclusive obligation for Infringing Content. Subscriber shall comply with all intellectual property laws and obligations related to the Subscriber Content, as well as all legal duties applicable to Subscriber by virtue of using the Services. This is VEST’s exclusive obligations with respect to care of Subscriber Content.

1. Copyrighted Content. VEST reserves the right to delete or disable any allegedly infringing content, to require that Subscriber terminate the accounts of Users who are repeat infringers, and to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content.

6.3 Subscriber Accounts. Subscriber is solely responsible for

1. The configuration of Subscriber’s Account;
2. The operation, performance and security of Subscriber’s equipment, networks and other computing resources used to connect to the Services;
3. Ensuring all Users and Guests exit or log off from the Services at the end of each session;
4. Maintaining the confidentiality of Subscriber’s accounts, User id’s, passwords and/or personal identification numbers used in conjunction with the Services, including not sharing login information among Users; and
5. All uses of the Services that occur using Subscriber’s password or account.

6.4 Notification of Unauthorized Use. Subscriber will notify VEST immediately of any unauthorized use of its account or any other breach of security. Ownership of Subscriber’s account is directly linked to the individual or entity that completes the registration process for the account. Subscriber acknowledges that VEST will rely on the information provided for issues arising with the Subscriber accounts.

6.5 Access and Instructions. The Subscriber, and any authorized User, will have access to information in the Subscriber account. VEST will not provide access to any other User at any time. Subscriber agrees that VEST may rely on instructions given by the Subscriber either received from the Portal dashboard or email received from the Subscriber’s address on file. Subscriber agrees not to request access or information accounts not owned by the Subscriber. In the event of a dispute regarding Subscriber account data, VEST will only release information to another party other than the Subscriber account owner pursuant to a court order or other notarized waiver and release as determined by VEST .

7.1 Service Level Objective. Portal Service Provider will use commercially reasonable efforts to make the Services described in this Agreement available for access by Subscriber and the Users/Guests of Subscriber. The Services may experience unavailability from time to time for (a) routine maintenance, (b) service changes, (c) failure of third-party service or product providers, (d) failure of Internet infrastructure, and (e) disruptions caused by misuse or intentional acts of third parties.

7.2 Logs. VEST and its service providers may collect and use Logs for purposes of facilitating the Services, including securing, managing, measuring and improving the Services. Logs may be used for purposes not specified in this Section only in an aggregate form.

7.3 Functionality Compliance Obligations and Warranty. VEST agrees that it will use commercially reasonable efforts to ensure that the functionality of the Services provided pursuant to this Agreement shall substantially conform in all material respects with the description contained in the Service documentation.

7.4 Liability. VEST’s entire liability and Subscriber’s exclusive remedy under this warranty will be, at VEST’s sole option and subject to applicable law, to provide conforming services, including updated software components as required, or to terminate the non-conforming services, and provide a prorated refund of any unused prepaid fees from the period of nonconformance, and relief from any subsequent annual payments due, with respect to such service. In the event VEST is unable to comply with the Functionality Compliance Obligation, Subscriber’s sole remedy shall be a refund of services calculated on the prior six-month utilization average and prorated for the duration of the noncompliance.

7.5 No other Representations or Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBSCRIBER EXPRESSLY AGREES THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. PORTAL SERVICE PROVIDER DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

7.6 Disclaimers. The foregoing limited warranty does not cover problems arising by accident, abuse or use in a manner inconsistent with this agreement or resulting from events beyond VEST’s reasonable control, including, without limitation, unavailability of or operation in combination with a third party network or system, hardware, software, service or data. To the extent permitted by applicable law, VEST and its affiliates, licensors and service providers disclaim all other representations, warranties and conditions, whether express, implied, statutory or otherwise, including, without limitation, any express or implied warranties of merchantability, satisfactory quality, title, quiet enjoyment, fitness for a particular purpose and non-infringement, and any warranties arising out of any course of dealing or usage of trade, and any conditions of quality, availability, reliability, security, or lack of viruses, bugs or errors. Some jurisdictions do not allow the exclusion of certain warranties and conditions; therefore some of the above exclusions may not apply if Subscriber is located in such a jurisdiction.

8.1 Indemnification by VEST. Subject to Sections 8.2 and 8.3 below, VEST shall indemnify and defend Subscriber against any third-party Infringement Claim, and pay reasonable attorneys’ fees, court costs, damages finally awarded, or reasonable settlement costs with respect to such Infringement Claim; provided that:

1. Subscriber promptly notifies VEST in writing of an Infringement Claim such that VEST is not prejudiced by any delay of such notification;
2. VEST will have sole control over the defense and any settlement of any Infringement Claim; and Subscriber will provide reasonable assistance in the defense of same.
3. For the purposes of these terms, “Infringement Claim” means any claim, suit or proceeding brought against a Subscriber based on an allegation that the Services, excluding any Open Source Software included in any software components distributed to Subscriber or used in conjunction with the Services, as delivered by VEST , infringes upon any patent or copyright or violates any trade secret rights of any third party.

8.2 Infringement Cures. If Subscriber’s use of the Service is, or in VEST’s opinion is likely to be, enjoined due to an Infringement Claim, VEST shall, at its sole option and expense, either

1. Procure for Subscriber the right to continue using Services as contemplated herein, or
2. Replace or modify the Services to make their use non-infringing without material reduction in functionality.
3. If options (a) and (b) above are not reasonably available, VEST may, in its sole discretion and upon written notice to Subscriber, terminate this Agreement, cancel access to the Services and refund to Subscriber any prepaid, but unused, Fees on the Services.

8.3 Limitation. VEST assumes no liability, and shall have no liability, for any Infringement Claim based on

1. Subscriber’s access or use of the Services following notice of an Infringement Claim;
2. Any modification of the Services by Subscriber or at its direction;
3. Subscriber’s combination of the Services with third party programs, services, data, hardware, or other materials; or
4. Any trademark or copyright infringement involving any marking or branding not applied by VEST or involving any marking or branding applied at Subscriber’s request.

8.4 Exclusive Remedy. The foregoing states VEST ’s sole liability and Subscriber’s exclusive remedy with respect to any infringement claim hereunder.

9.1 Neither party shall be liable to the other party or to any other person for any indirect, special, consequential or incidental losses, or exemplary damages, including but not limited to, those arising out of or relating to: (i) loss of data, (ii) loss of income, (iii) loss of opportunity, (iv) lost profits, and (v) unavailability or non-performance of any or all of the services, in each case, however caused and based on any theory of liability, including, but not limited to, breach of contract, tort (including negligence), or violation of statute, whether or not such party has been advised of the possibility of such damages.

9.2 Except for (a) a party’s indemnification obligations, and (b) a breach by Subscriber of Sections 2 or 6, and to the extent permitted by applicable law, the total cumulative liability of either party and their respective affiliates, licensors and service providers arising out of this agreement and/or the termination thereof, shall be limited to the sum of the amounts paid for the applicable service during the twelve (12) months immediately preceding the incident giving rise to the liability, and in the case of Consulting Services, the amounts paid for the applicable consulting service. The foregoing shall not limit Subscriber’s obligations to pay any fees and/or other sums due under any order.

10.1 Use of Software. Software made available by VEST for use by Subscriber as part of the Services described in this Agreement shall be used solely to enable

1. Subscriber, Guests, and Users to use such Services through the servers providing the Services, and
2. Access by Users or Guests to the Portal, Subscriber’s Content and Proprietary Resources, and
3. Subscriber’s internal business purposes in conformity with the Service documentation.

10.2 Subscriber’s Content and Proprietary Resources. User or Guest access to Subscriber’s Content and Proprietary Resources shall be governed exclusively by the terms and conditions, if any, posted and/or communicated by Subscriber, its Users and Guests.

10.3 Third-Party Software. Subscriber acknowledges that the Third-Party Software may have additional and/or different license terms, and Subscriber agrees to comply with such license terms as provided to Subscriber from time to time. Subscriber shall be responsible for its own compliance with any restrictions and obligations required by the third-party licensors regarding the use, reproduction, and distribution of such Third-Party Software.

10.4 Client-Side Software. To the extent that it is necessary for Subscriber to install any ClientSide Software product(s) on Subscriber’s own computers for Users and Guests to access the Services, the Subscriber may

1. install the Client-Side Software solely on User’s or Guest’s computers and
2. allow Users or Guests to use the Client-Side Software solely for accessing such Services, subject to the terms and conditions specified by the owner of any third-party components contained in such Client-Side Software

10.5 Other Software. If applicable, the Subscriber may be required separately to download or purchase publicly available software to use the Services described in this Service documentation.

11.1 All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Subscriber, and for VEST as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all legal notices from Subscriber to VEST must also be sent to legal@vestusa.com.

11.2 VEST may revise these Terms at any time and the Subscriber agrees to be bound by the revised Terms. VEST will post the revised Terms at https://www.manifoldedge.com/tos. Any such modifications will become effective on the date they are posted.

11.3 Subscriber agrees to be responsible for reviewing these Terms from time to time. VEST does not and will not assume any obligation to notify you of changes to these Terms.

11.4 Subscriber understands and agrees that if Subscriber uses the Service after the date that these Terms were revised, VEST will treat your continued use of the Service as acceptance of the revised Terms.

12.1 If Subscriber is a U.S. Government agency, Subscriber hereby acknowledges and agrees that the software being accessed through Services, as well as any software that is downloaded by any User in connection with the Service, constitutes “Commercial Computer Software” as defined in Section 2.101 of the Federal Acquisition Regulation (“FAR”), 48 CFR 2.101. Therefore, in accordance with Section 12.212 of the FAR (48 CFR 12.212), and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (“DFARS”) (48 CFR 227.7202-1 and 227.7202-3), the use, duplication, and disclosure of the software and related Documentation by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this Agreement. If, for any reason, FAR 12.212 or DFARS 227.7202-1 or 227.7202-3 or these license terms are deemed not 13 applicable, Subscriber hereby acknowledges that the Government’s right to use, duplicate, or disclose the software and related Documentation are “Restricted Rights” as defined in 48 CFR Section 52.227-14(a) (May 2014) or DFARS 252.227-7014(a)(15) (Feb 2014), as applicable. Manufacturer is VEST Inc. (USA), 3250 W. Big Beaver Road, Suite 440, Troy, MI 48084.

12.2 Export Restriction and Compliance with Laws. Subscriber acknowledges that the Services are subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Subscriber also specifically agrees not to, directly or indirectly, allow access to or use of the Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government. Both parties also agree to comply with all other laws, rules and regulations applicable to that party under this Agreement.

12.3 Data Protection and GDPR Compliance. VEST agrees to process Subscriber Content and Logs, as well as personal data provided in connection with this Agreement, as covered by and in accordance with data protection laws and regulations applicable to VEST and with respect to any personal information of European Union residents processed in compliance with GDPR.

12.4 Unless otherwise specified, the Service is provided by, and you are contracting with, VEST, Inc., and references to “Company”, “we”, “us”, and “our” are references to VEST , Inc., located at 3250 W Big Beaver Rd # 440, Troy, MI 48084, USA.

12.5 These Terms, and your relationship with VEST under the Terms, shall be governed by and shall be construed in accordance with the laws of the State of Michigan, U.S.A., without reference to its conflict-of-law provisions.

12.6 For any disputes with VEST or to resolve any legal matter arising from the Terms, you agree to submit to the personal and exclusive jurisdiction of the state courts located in Oakland county, Michigan, or when law so requires, to the personal and exclusive jurisdiction of the federal courts of Eastern District of Michigan.

12.7 Notwithstanding any provisions of Section 12.6, you agree to allow VEST to seek injunctive remedies, or any equivalent type of urgent legal relief, from any jurisdiction.

12.8 VEST makes no representation that the website or Service is appropriate or available for use outside the United States. If you access this site from outside the United States, you agree to be responsible for compliance with all laws and regulations applicable to your use of the website.

12.9 These Terms constitute the whole legal agreement between you and VEST governing your use of the Portal, and completely replace any prior agreements between you and VEST. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply and are deemed void.

12.10 You agree that VEST may provide you notices, including those regarding changes to the Terms, by email, regular mail, or by posting on the website.

12.11 You agree that by not exercising or enforcing any legal right or remedy provided in these Terms or available under any applicable law, VEST does not formally waive its rights, and those rights or remedies will continue to be available to VEST.

12.12 If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion of it to be unenforceable, that provision shall be enforced to the maximum extent permissible by law so as to effect the intent of this Agreement; and the remainder of this Agreement shall continue in full force and effect.

12.13 Where VEST provides you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with VEST. If there is any contradiction between the English language version of the Terms and a translation, the English language version shall take precedence.

12.14 No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

13.1 This Agreement constitutes the entire agreement between VEST and you with respect to this website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and VEST with respect to this website.

13.2 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14.1 You agree to be bound by any affirmation, assent, or agreement you transmit through the website or electronic mail, including but not limited to any consent you give to receive communications from VEST solely through electronic transmission.

14.2 You agree that by clicking on an “I agree,” “I consent,” or other similarly worded “button,” checkbox or entry field with your mouse, keystroke, or other computer device, your agreement or consent is legally binding and enforceable as equivalent of your handwritten signature

15.1 The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties. VEST may subcontract responsibilities under this Agreement, but remains responsible for its breach of this Agreement, whether caused by the acts or omissions of VEST or its subcontractors. No person or entity not a party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof. VEST authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on VEST . No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. VEST failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by use of the Services and/or executed by electronic signature and in one or more counterparts. Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to limit the resulting delay in its performance.