These Terms of Use (these "Terms") are a legally binding agreement between the party accepting these Terms as set forth in this paragraph ("Customer") and VESYL LLC ("VESYL," "we," "us," or "our") and applies to Customer's access and use of VESYL's online services designed to support small businesses manage their bookkeeping (the "Services"). PLEASE READ THESE TERMS CAREFULLY. WHEN CUSTOMER MAKES A CLICK-THROUGH PURCHASE ON VESYL'S WEBSITE, ENTERS INTO AN ORDER FORM FOR ANY SERVICES (an "Order Form") OR OTHERWISE ACCESSES OR USES ANY SERVICES, CUSTOMER IS AGREEING TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE WITH ANY OF THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

These Terms will govern all Order Forms. Additionally, VESYL may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of Customer's agreement with VESYL if Customer uses the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

VESYL may make changes to these Terms. If VESYL makes changes, VESYL may provide Customer with notice of such changes, such as by sending an email, providing a notice through the Services, or otherwise. Unless VESYL says otherwise in its notice, the amended Terms will be effective immediately, and Customer's continued use of the Services after VESYL provides such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Terms, Customer must immediately stop using the Services. Any changes to these Terms will not apply to any dispute between Customer and VESYL arising prior to the date on which VESYL posted the updated Terms incorporating such changes or otherwise notified Customer of such changes.

1. THE SERVICES

1.1 Provision of Services. Subject to Customer's compliance with the terms and conditions of these Terms, VESYL grants Customer a limited, non-exclusive, revocable right to access and use the Services, solely for Customer's internal business purposes (the "Permitted Uses"). Customer may not resell, transfer, assign, or sublicense Customer's rights under these Terms to any third party or use the Services to run an outsourcing business or provide services for the benefit of any third party. Notwithstanding anything to the contrary in these Terms, (a) VESYL may conduct maintenance on the Services from time to time without prior notice to Customer and (b) VESYL may modify, limit, or entirely eliminate features of the Services from time to time at VESYL's sole discretion, including due to limitations imposed on, or the unavailability of, Third-Party Services (as defined below).

1.2 VESYL as Intermediary.  Customer acknowledges and agree that the Services may enable Customer to engage in shipping-related transactions, such as ordering postage, shipping products, and other shipping-related transactions (collectively, "Shipping Transactions"). Although the Services are designed to enable Customer to engage in Shipping Transactions, VESYL is merely an intermediary between Customer and the applicable courier (e.g., UPS or USPS) and/or other party ultimately responsible for executing the Shipping Transaction (a "Courier"). VESYL is therefore not a party to, or otherwise a participant in, such Shipping Transactions, including, without limitation, not being party to any agreements or other relationships (contractual or otherwise) into which Customer may enter in connection with such Shipping Transactions. We have no control and do not guarantee the suitability or legality of any Shipping Transaction (or any other party to any Shipping Transaction, including, without limitation, any Couriers), nor do we control or guarantee whether any Shipping Transaction can be effected in connection with Customer's use of the Services. We are not acting as an agent in any capacity for Customer. Customer, and not VESYL, are solely responsible for evaluating and determining the suitability of a Shipping Transaction and any other party thereto, including, without limitation, verifying any information about the other parties thereto, whether the Shipping Transaction complies with any applicable laws, rules, or regulations (collectively, "Applicable Laws"), and entering into the terms and conditions of such Shipping Transaction. Without limiting the foregoing, and as further set forth in Section 10 below, VESYL assumes no liability or responsibility for liability or damages associated with or resulting from any Shipping Transaction or any party with which Customer transacts in connection with the Services (including, without limitation, Couriers). All Couriers are Third-Party Service Providers (as defined in Section 10.2(a) below) and the services provided by such Couriers are Third-Party Services (as defined in Section 10.2(a) below).

2. ACCOUNTS AND ELIGIBILITY

2.1 Authorized Users. VESYL may enable Customer to designate authorized Customer Personnel (as defined below) ("Authorized Users") to use the Services, and if so, only Authorized Users may use the Services.

2.2 Geographic Scope. Customer may only use the Services in jurisdictions authorized by VESYL. The Services are not intended to subject VESYL to any non-United States jurisdiction or law. Customer represents and warrants that neither Customer nor any Customer personnel using the Services ("Customer Personnel") (a) is located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country or (b) is on any of the U.S. government lists of restricted end users.

2.3 Customer Accounts. Customer must create an account to use the Services. Customer is responsible for use of the Services by Customer and Customer Personnel, their respective access to Services accounts, and all acts and omissions through Services accounts, as well as for use of the Services by any third party through Services access credentials of Customer or any Customer Personnel, whether authorized or not. Customer is solely responsible for implementing and maintaining security measures to safeguard Customer's and Customer Personnel's access credentials and to prevent use and disclosure of such credentials by unauthorized third parties. Customer will promptly notify VESYL in writing of any unauthorized use of the Services or access credentials that comes to Customer's attention. VESYL has no obligation to inquire about the authority of anyone using the account access credentials of Customer or any Customer Personnel.

2.4 Representations and Warranties. Customer represents and warrants that (a) Customer is an entity established or incorporated in the United States, (b) Customer is validly existing and in good standing under the laws of the place of its establishment or incorporation, (c) Customer has full corporate power and authority to execute, deliver and perform its obligations under these Terms, (d) the person entering into these Terms on Customer's behalf has been duly authorized and empowered to enter into these Terms, and (e) these Terms are valid, binding and enforceable against Customer and all Customer Personnel in accordance with their terms.

3. CUSTOMER OBLIGATIONS

3.1 Restrictions. Customer agrees that the Services contain trade secrets and other valuable proprietary information belonging to VESYL. Customer will not, and will ensure that Customer Personnel do not: (a) alter, copy, modify, translate, or make derivative works of, or permit the alteration, copying, modification, translation, or making derivative works of, the Services or any component thereof; (b) attempt to derive the source code or object code for the Services, including by reverse engineering, decompiling, disassembling, or similar means; (c) seek to acquire any ownership interest in or to the Services; (d) license, offer, sell, resell, transfer, lease, or otherwise distribute the Services or attempt any of the foregoing; (e) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services; (f) access or use the Services in order to design, develop, or build a similar product or competitive product or otherwise use the Services for any purpose other than the Permitted Uses; (g) enable access to the Services by anyone not authorized to use the Services; (h) develop any scripts or software applications that interact with or integrate with the Services unless first authorized in writing by VESYL; (i) circumvent or modify any security technologies designed to prevent unauthorized access to the Services; (j) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of VESYL without VESYL’ express written consent; or (k) use any meta-tags or any other "hidden text" utilizing any of VESYL's names, trademarks, or service marks without the express written consent of VESYL.

3.2 Acceptable Use. Customer will not, and will ensure that Customer Personnel do not, whether by use of the Services or otherwise: (a) infringe on, violate, dilute, or misappropriate the intellectual property rights, rights of publicity, privacy rights, or other rights of any person; (b) engage in any fraudulent, unlawful, or abusive activities; (c) interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services or VESYL's provision of services to other customers; (d) upload, store, send, or post any Customer Data or other information, data, or material that (i) constitutes or contains a virus, trojan horse, worm, or any malicious or harmful software program or code, (ii) constitutes or contains content that is spam, defamatory, inflammatory, trade libelous, threatening, abusive, hateful, harassing, obscene, pornographic, lewd, or indecent, or (iii) fails to comply with Applicable Laws; (e) attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information stored on or in connection with the Services; (f) violate Appliable Laws; or (g) otherwise engage in conduct or behavior that VESYL finds objectionable in its sole discretion.

3.3 Equipment. Customer is solely responsible for obtaining and maintaining, at Customer's expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required to access the Services from the Internet.

4. CUSTOMER DATA

4.1 Ownership. Customer owns and retains all right, title, and interest in and to information, data, content, and/or files transmitted, uploaded, or stored in association with Customer's and Customer Personnel's use of the Services, including personal information ("Customer Data"), including all intellectual property rights therein. Customer acknowledges and agrees that Customer (not VESYL) has control over Customer Data stored by operation of the Services and that VESYL is not responsible for performing, and is not liable for failing to perform, any back-up of any Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, security, and appropriateness of all Customer Data.

4.2 Use of Customer Data. Customer hereby grants VESYL and its affiliates a worldwide, royalty-free, fully paid, transferable, assignable, sublicensable (through multiple tiers), perpetual, and irrevocable license to collect, host, use, access, view, store, copy, display, create derivative works of, delete, and otherwise process Customer Data (including providing Customer Data to applicable Third-Party Service Providers (as defined below) and others) to (a) provide, support, monitor, analyze, and improve the Services and improve VESYL's other products and services, (b) communicate with Customer about its account and its Customer Personnel's accounts, (c) comply with Applicable Laws, including court orders, subpoenas, and requests or requirements for information made by regulatory or investigatory entities, (d) prevent fraud or misuse of the Services, (e) perform market research, (f) conduct product research and improvement and development of products and services by VESYL, and/or (g) for any other lawful purpose. VESYL may expand its use of Customer Data in its discretion if not precluded by Applicable Laws. VESYL will not be required to transmit or provide Customer or any third party with Customer Data in any format except as required by Applicable Laws.

4.3 Rights in Customer Data. Customer represents and warrants to VESYL that Customer has the rights, licenses, and permissions necessary to grant the license and use rights in Section 4.2 and to otherwise provide Customer Data to VESYL for use by VESYL as contemplated by these Terms and the use of the Services by Customer and Customer Personnel. Customer is solely responsible for the content, accuracy, integrity, quality, and legality of Customer Data and for ensuring that it has given all notices and disclosures, and obtained all consents and permissions, necessary for (a) Customer and Customer Personnel to use the Services (including, without limitation, to send any communications or other information or materials via the Services), (b) Customer’s collection, use and disclosure of Customer Data, and (c) VESYL to collect, use, and disclose Customer Data. Customer will not, and will ensure that Customer Personnel do not include in Customer Data or otherwise upload, post, reproduce, or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property rights without first obtaining the permission of the owner of such rights.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Ownership by VESYL. Subject to the use rights granted under these Terms, as between the parties, VESYL owns and retains all right, title, and interest in and to the Services and any improvements, modifications, enhancements, or derivatives of the foregoing, all work product (including any software) and deliverables created, and all intellectual property rights relating to any of the foregoing. These Terms do not convey to Customer any rights of ownership in or related to the Services, work product, or deliverables. Except for the rights expressly granted in these Terms, no other rights are granted to Customer in, to, or under VESYL's intellectual property rights, whether by implication, estoppel, waiver, or otherwise.

5.2 Usage Data. Notwithstanding anything to the contrary in these Terms, Customer agrees that VESYL may generate, collect, store, use, transfer, and/or disclose to third parties information gathered, prepared, computed, originated, or stored by VESYL resulting from the use or provision of the Services, including information derived from or based on Customer Data ("Usage Data") (a) to perform data analytics, (b) to monitor, improve, and support the Services, (c) to design, develop, and offer VESYL products and services, and (d) for any other lawful purpose. VESYL owns and retains all rights to Usage Data, and no rights are granted to Customer, whether by implication, estoppel, waiver, or otherwise in or to any Usage Data. VESYL has no obligation to provide or make any Usage Data available to Customer.

6. FEES AND PAYMENT TERMS

6.1 General. Customer will pay VESYL all fees and amounts charged by VESYL for use of the Services (including, without limitation, those charged on VESYL's website and/or an Order Form) (collectively, the "Fees") in accordance with this Section 6. Fees will include amounts payable for the Services and may also include additional charges, including, without limitation, charges due to (a) misstatements regarding weight, size, classification, number, or manner of delivery, (b) deliveries on weekends or holidays, (c) local customs charges, (d) import taxes or duties, and (e) other additional charges.

6.2 Payment to VESYL. Customer will pay all Fees by (a) check, (b) bank wire transfer in immediately available funds to an account designated by VESYL, or (c) credit or debit card via an authorized payment processor. If by credit or debit card, Customer authorizes VESYL (or its payment processor) to charge Customer's credit or debit card number provided to VESYL and represents and warrants that Customer is authorized to use and have Fees charged to that credit or debit card. Unless otherwise communicated in writing by VESYL, all payments pursuant to these Terms: (i) are nonrefundable; (ii) will be made in U.S. Dollars; and (iii) are exclusive of taxes and duties, which will be paid solely by Customer (other than taxes based on VESYL's net income). All Fees are payable without setoff, counterclaim, deduction, recoupment, or withholding of any kind for amounts owed or purportedly owed by VESYL under these Terms, Applicable Laws, or otherwise. The terms of payment specified herein may be subject to VESYL's approval of Customer's credit, and VESYL may at any time revise the specified terms of payment to require payment in advance. VESYL may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under Applicable Laws for all late payments. Customer will reimburse VESYL for all costs and expenses (including reasonable attorneys' fees) incurred by VESYL in collecting any past due amounts.

7. TERMINATION, AND SUSPENSION

7.1 Term. The term of these Terms commences on Customer's acceptance of these Terms and continues until access to the Services is terminated or expires as set forth in Sections 7.2 or 7.3 below.

7.2 Termination.

(a)Order Form. If Customer is subject to an Order Form, then these Terms will remain in full force and effect until expiration or termination of such Order Form in accordance with its terms.
‍
(b)Termination for Convenience. If Customer is not subject to an Order Form, then (i) Customer may terminate Customer's access to the Services by notifying VESYL in writing or by closing Customer's account and (ii) VESYL may terminate Customer's access to the Services at any time by notifying Customer in writing (with email notice being sufficient) or by disabling or terminating Customer's account (with or without notice).
‍
(c)Termination for Cause. Either party may terminate Customer's access to the Services (and, therefore, these Terms) upon written notice to the other party (i) if such other party commits a material breach of these Terms and fails to cure such breach within 30 days of having received noticed of the breach or (ii) immediately if the other party becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver for the whole or part of its assets, if there is a filing of voluntary bankruptcy petition by such other party or the filing against such other party of an involuntary bankruptcy petition that is not stayed or dismissed within 60 days, or there is an issuance of any order or the passing of a resolution for the winding-up of such other party's business.

7.3 Immediate Termination; Suspension. Notwithstanding Section 7.2, VESYL may suspend or limit access to the Services, or immediately terminate Customer's access to the Services (and, therefore, these Terms), at any time: (a) if VESYL determines or suspects that Customer or any Customer Personnel are using the Services in violation of Applicable Laws or in connection with any fraudulent activity; (b) if VESYL determines or suspects that Customer's or any Customer Personnel's use of the Services adversely affects or interferes with the normal operation of the Services or any service to others; (c) if VESYL is prohibited by an order of a court or other governmental agency from providing the Services; (d) for Customer's non-payment of any Fees due and payable to VESYL hereunder; (e) if VESYL believes there exists a security incident that threatens the security of the Services or any related data; or (f) for any other reason in VESYL's reasonable discretion. VESYL WILL HAVE NO LIABILITY FOR ANY DAMAGES, LIABILITIES, OR LOSSES AS A RESULT OF ANY SUSPENSION, LIMITATION, OR TERMINATION OF CUSTOMER'S USE OF THE SERVICES IN ACCORDANCE WITH THIS SECTION.

7.4 Effect of Expiration or Termination. Upon any expiration or termination of these Terms, all unpaid Fees (including any Fees payable for the remainder of Customer's subscription to the Services) will become immediately due and payable. No refunds will be given on early termination, including any refunds for any pre-paid amounts, regardless of the reason for such termination. All rights granted to Customer under these Terms and VESYL's obligations will immediately cease, and Customer will stop accessing or using the Services, except that the restrictions on Customer's use of the Services (including those set forth in Sections 1 and 3), the allocation of responsibility and liability for Customer's use of the Services (including as set forth in Sections 1 and 3), and the following provisions will survive: Sections 4 (Customer Data); 5 (Intellectual Property Rights); 6 (Fees and Payment Terms); 7.4 (Effect of Expiration or Termination); 8 (Confidentiality); 9 (Indemnification); 10 (Disclaimers); 11 (Limitation of Liability); 12 (Arbitration); and 13 (General Provisions).

8. CONFIDENTIALITY

8.1 Protection. "Confidential Information" means information disclosed by VESYL to Customer, or accessed by Customer, that is not generally known to the public and is marked as confidential or proprietary, or which, under the circumstances ought to be treated as confidential. Usage Data is Confidential Information of VESYL. Customer: (a) will protect Confidential Information from unauthorized disclosure using at least a reasonable degree of care; (b) will not disclose Confidential Information to any third party; and (c) will not use the Confidential Information for any purpose other than as expressly permitted in these Terms.

8.2 Return. After any expiration or termination of these Terms, or at any time upon request from VESYL, Customer will immediately return or destroy (at VESYL's sole direction) all materials or media containing any Confidential Information, including all copies thereof, and will certify in writing to VESYL that all such Confidential Information has been returned or destroyed.

8.3 Injunctive Relief. Customer expressly acknowledges and agrees that no adequate remedy exists at law for an actual or threatened breach of this Section 8 and that in such event VESYL will be entitled to seek and obtain immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

8.4 Feedback. Customer or Customer Personnel may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments, or other feedback to VESYL regarding VESYL and/or the Services ("Feedback"). Feedback, even if designated as "confidential" or "proprietary" by Customer, will not create any confidentiality or other obligation for VESYL, and Customer hereby grants VESYL a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to copy, disclose, use, or otherwise exploit such Feedback for any purpose.

9. INDEMNIFICATION

Customer will indemnify and hold VESYL and its affiliates, and its and their officers, employees, and agents (the "VESYL Parties") harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with (a) Customer's access to or use of the Services, (b) Customer Data, and/or (c) Customer's or any Customer Personnels' breach or alleged breach of these Terms (each, an "Indemnifiable Claim"). Additionally, Customer will, at VESYL's sole election, defend VESYL from any Indemnifiable Claims. If VESYL directs Customer to defend an Indemnifiable Claim, then (i) VESYL has the right to approve the counsel Customer selects to defend the Indemnifiable Claim and (ii) VESYL may also have its own counsel participate in the defense and settlement of the Indemnifiable Claim at Customer's expense. VESYL may also exclusively retain control of the defense of an Indemnifiable Claim. Customer will not settle an Indemnifiable Claim without VESYL's written consent.

10. DISCLAIMERS AND RELEASE

10.1 VESYL Disclaimers. THE SERVICES ARE PROVIDED "AS IS," AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, VESYL HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY SERVICE PROVIDERS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR THROUGH A COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VESYL DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL COMPLY WITH APPLICABLE LAWS (OR THAT CUSTOMER'S USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS), OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. VESYL MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM AND CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF CUSTOMER'S USE OF THE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SERVICES OR CONCLUSIONS DRAWN THEREFROM, INCLUDING, IN EACH CASE, IN CONNECTION WITH ANY SHIPPING TRANSACTIONS (AS DEFINED HEREIN).

10.2 Third-Party Services.
(a)Definition. Certain Services or features thereof may rely on, interoperate with, or otherwise utilize or leverage products and/or services provided by third parties (such services, "Third-Party Services" and the providers of such services, "Third-Party Service Providers").

(b)Third-Party Terms; Disclaimer. Customer is, and all Customer Personnel are, solely responsible and liable for complying with all terms, conditions and policies imposed by Third-Party Service Providers on Third-Party Services ("Third-Party Terms"). VESYL is not, and will not be deemed to be, a party to any Third-Party Terms, all of which are exclusively between Customer and the applicable Third-Party Service Provider(s). VESYL does not make any warranties or guarantees with respect to Third-Party Services, including the performance or continued availability of Third-Party Services and VESYL may (either itself or as required by the Third-Party Service Provider) limit or cease providing interoperation with any or all Third-Party Services (and, as a consequence, certain or all features of the Services may be limited or ceased) without entitling Customer to any refund, credit, or other compensation if, for example and without limitation, the Third-Party Service Provider ceases to make the Third-Party Service available for interoperation or use with the Services in a manner acceptable to us. Moreover, the performance of Third-Party Services (and Third-Party Service Providers) is outside VESYL's control. VESYL WILL NOT BE LIABLE FOR, AND VESYL EXPRESSLY DISCLAIMS, ANY LIABILITY FOR LOSSES, COSTS, OR EXPENSES TO THE EXTENT CAUSED BY ANY THIRD-PARTY SERVICES OR THIRD-PARTY SERVICE PROVIDERS OR FOR CUSTOMER'S COMPLIANCE (OR NON-COMPLIANCE) WITH ANY APPLICABLE THIRD-PARTY TERMS, EACH OF WHICH ARE CUSTOMER'S EXCLUSIVE RESPONSIBILITY AND LIABILITY.

10.3 Release.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, CUSTOMER RELEASES VESYL AND THE OTHER VESYL PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, WITHOUT LIMITATION, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO CUSTOMER'S USE OF OUR SERVICES, INCLUDING, WITHOUT LIMITATION, ARISING OUT OF ANY SHIPPING TRANSACTIONS (AS DEFINED HEREIN) AND/OR DISPUTES BETWEEN USERS AND THE ACTS AND OMISSIONS OF THIRD PARTIES.

IF CUSTOMER IS A CONSUMER WHO RESIDES IN CALIFORNIA, CUSTOMER HEREBY WAIVES CUSTOMER'S RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

11.. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL (A) VESYL OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, OR CORRUPTION OF DATA, COVER, LOST PROFITS OR REVENUE, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES (INCLUDING THESE TERMS), INCLUDING THE USE OR INABILITY TO USE THE SERVICES, WHETHER OR NOT VESYL HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, OR (B) VESYL'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE FEES PAID TO VESYL BY CUSTOMER IN THE 3-MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE AND ASSOCIATED WITH THE SPECIFIC SERVICES PROVIDED. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS. THE PARTIES ACKNOWLEDGE THAT THIS SECTION 11 REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT NEITHER PARTY WOULD ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS LIMITATION ON LIABILITY WILL APPLY DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THESE TERMS.

12. ARBITRATION

If any dispute between the parties arising under or relating to these Terms (a "Dispute") is not resolved through negotiation or mutual agreement, the parties agree to submit the Dispute to arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in English in [Salt Lake City, Utah], before one neutral arbitrator who may be a national of any party and who shall be a member of the AAA's Large Complex Case Panel. Any issues about the arbitrability of a Dispute will be determined by the arbitrator. All documents and information relevant to the Dispute in the possession of any party will be made available to the other party not later than 60 days after the demand for arbitration is served, and the arbitrator may permit such depositions or other discovery deemed necessary for a fair hearing. The arbitrator will have the power to require discovery of third parties (including testimony and documents) to the fullest extent allowed by federal law. The hearing may not exceed two days. The arbitrator’s award will be rendered within 120 days of the demand. The arbitrator may award interim and final injunctive relief and other remedies but may not award damages limited in Section 11 above whether under contract, tort, statute, or any other basis for liability unless they are required by statute as determined by the arbitrator. No class arbitration will be allowed, but other parties may be joined as necessary to resolve the Dispute. No time limit herein is jurisdictional. Any award of the arbitrator (including awards of interim or final remedies) may be confirmed or enforced in any court having jurisdiction. Notwithstanding anything to the contrary in this Section 12, VESYL may, at any time, bring court proceedings or claims against Customer (a) solely as part of separate litigation commenced by an unrelated third party or (b) solely to obtain preliminary or permanent injunctive relief. In the case of contradiction between the provisions of this Section 12 and the Commercial Arbitration Rules of the AAA, this Section 12 will prevail. The limitations on remedies described above may be deemed inoperative to the extent necessary to preserve the enforceability of the agreement to arbitrate. If any provision of this agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable.

13. GENERAL PROVISIONS

13.1 Entire Agreement. These Terms (together with any Order Forms) constitute the entire understanding of the parties with respect to their subject matter and supersede all prior or contemporaneous proposals, understandings, and agreements. If Customer provides VESYL with any other terms or conditions (including, without limitation, any terms or conditions that appear on any purchase order or other form document), such terms and conditions will be of no force or effect.

13.2 Assignment. Customer may not assign or transfer these Terms or any of Customer's rights or obligations under it without VESYL's prior written consent. VESYL may freely assign these Terms. Any attempted assignment in violation of this paragraph will be null and void. Subject to the foregoing, these Terms are binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. VESYL may subcontract the Services.

13.3 Severability. If a court finds any term of these Terms, other than Section 12, to be invalid or unenforceable, that term will be enforced to the maximum extent permissible so as to reflect the parties’ intent, and the remainder of these Terms will remain in full force and effect.

13.4 Waiver. Either party's delay or failure to exercise any right under these Terms or any Applicable Laws does not mean a party waives that right or any other rights under these Terms in the future. No waiver of any provision of these Terms, or any rights or obligations of either party under these Terms, will be effective except pursuant to a written instrument signed by the party against whom the waiver is sought. 

13.5 Independent Contractors. Nothing contained in these Terms will be construed to create a joint venture or partnership between the parties. Neither party is authorized as an agent or legal representative of the other party. Neither party will have the right or authority to bind or create any obligation on the other party.

13.6 Notices. By using the Services, Customer agrees (a) to receive communications (including any communications that are required to be issued in writing hereunder) electronically, including via email, (b) that any such electronically-issued communications will satisfy any legal communication requirements, including those that require notices to be in writing, (c) that, without limiting VESYL's notification rights in the third introductory paragraph of these Terms, VESYL may issue notices to the email or other address provided by Customer to VESYL, and (d) that such notice will be effective on delivery. Notices to VESYL, including termination notices, must be delivered to [EMAIL] or by certified mail to [ADDRESS]. Such notice will be effective on receipt.

13.7 Force Majeure. VESYL is excused from performance of these Terms and will not be liable for any delay in whole or in part caused by any event outside of its control.  

13.8 No Third-Party Beneficiary. Nothing contained in these Terms will be deemed to create, or be construed as creating, any third-party beneficiary right of action upon any third party in any manner whatsoever.  

13.9 Governing Law and Venue. These Terms will be governed in all respects in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would cause the laws of any other jurisdiction to apply. Except as set forth in Section 12, Customer expressly agrees that the Delaware Court of Chancery will have exclusive jurisdiction over any Dispute raised by Customer. Customer expressly consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens.

13.10 Publicity. Customer consents to VESYL's use of Customer's name and logo on the VESYL website and on VESYL's promotional, investor, and marketing related materials, identifying Customer as a customer of VESYL and describing Customer's use of the Services.

13.11 Interpretation. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to "includes" or "including" will be understood to be exemplary and not limiting and followed by "but not limited to." Each party has had the opportunity to review these Terms with legal counsel, and there will be no presumption that ambiguities will be construed or interpreted against the drafter.

‍