Version 0.8. Published on July 16th, 2026

THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”) CONSTITUTES A LEGALLY BINDING AGREEMENT,  governs the licensing, access, and use of the VESTIBULE Platform (as defined below), which is owned by VESTIBULE, INC., A DELAWARE CORPORATION (“COMPANY”, “VESTIBULE”, “WE” , “US”, OR “OUR”), and it is entered into by and between the Company AND ALL USERS (“USER” OR “YOU”, OR “YOUR”) OF THE COMPANY’S SERVICES (AS DEFINED BELOW).

THE COMPANY’S “SERVICES” COLLECTIVELY MEANS AND INCLUDES THE USE OF ALL SERVICES OR PRODUCTS OF, FROM, OR THROUGH THE COMPANY, ANY OF ITS AFFILIATES, AND/OR THE COMPANY’S BUSINESS PARTNERS (AS SUCH TERMS ARE DEFINED BELOW), INCLUDING WITHOUT LIMITATION ALL OF THE FOLLOWING:

1. USE OF ALL SERVICES PROVIDED ON THE VESTIBULE PLATFORM (DEFINED BELOW) BY OR ON BEHALF OF THE COMPANY, ANY OF ITS AFFILIATES, AND/OR ANY OF ITS BUSINESS PARTNERS, NOW OR IN THE FUTURE (THE “PLATFORM SERVICES”);
2. USE OF THE COMPANY’S WEBSITE AT HTTPS://WWW.VESTIBULE.COM/ (“COMPANY WEBSITE”); AND
3. USE OF ALL OTHER COMPANY APPLICATIONS, MOBILE APPS, SITES, PLATFORMS, TECHNOLOGY APPLICATIONS, PROGRAMS, EVENTS, OR FACILITIES PROVIDED BY OR THROUGH THE COMPANY, ANY OF ITS AFFILIATES, AND/OR ANY OF ITS BUSINESS PARTNERS, NOW OR IN THE FUTURE (“OTHER PROGRAMS”).

BY CONTINUING TO USE ANY OF THE COMPANY SERVICES, CLICKING TO ACCESS THE PLATFORM, OR BY OTHERWISE CONSENTING TO THIS AGREEMENT IN ANY OTHER WAY, YOU HEREBY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY AND ALL OTHER COMPANY POLICIES, AS SUCH TERMS ARE DEFINED HEREIN), AS SUCH IS PRESENTED TO YOU AS OF THE DATE OF YOUR FIRST USE OF ANY ONE OF THE COMPANY’S SERVICES (THE “EFFECTIVE DATE”).

IF APPLICABLE, USER ALSO HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT THE INDIVIDUAL THAT HAS CONSENTED TO THIS AGREEMENT ON BEHALF OF USER IS AN AUTHORIZED AGENT OR REPRESENTATIVE OF USER AND, THUS, SUCH INDIVIDUAL HAS ALL REQUISITE POWER AND AUTHORITY TO BIND USER TO THIS AGREEMENT.

IF APPLICABLE, THE CUSTOMER ALSO HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT THE INDIVIDUAL THAT HAS CONSENTED TO THIS AGREEMENT ON BEHALF OF THE CUSTOMER IS AN AUTHORIZED AGENT OR REPRESENTATIVE OF THE CUSTOMER AND, THUS, SUCH INDIVIDUAL HAS ALL REQUISITE POWER AND AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT.

NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THIS AGREEMENT WILL BE ACCEPTED BY THE COMPANY. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT USE ANY OF THE COMPANY’S SERVICES.

WE RESERVE THE RIGHT TO AMEND, UPDATE OR OTHERWISE CHANGE THIS AGREEMENT AS MORE FULLY SET FORTH IN SECTION 13 HEREIN.

THIS IS A BINDING CONTRACT BETWEEN YOU AND THE COMPANY, AND YOU SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR YOUR RECORDS.

NOTICE ABOUT ARBITRATION AND WAIVER OF CERTAIN RIGHTS IN A DISPUTE WITH THE COMPANY:

YOU ARE HEREBY GIVEN NOTICE THAT PURSUANT TO SECTION 15 OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO THE FOLLOWING, AS MORE FULLY SET FORTH IN SAID SECTION 15 OF THIS AGREEMENT:

1. ARBITRATION TO RESOLVE DISPUTES BETWEEN YOU AND THE COMPANY ARISING UNDER THIS AGREEMENT, WHICH INCLUDES YOU WAIVING YOUR RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE; AND
2. THE WAIVER OF YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR SIMILAR PROCEEDING REGARDING ANY DISPUTE UNDER THIS AGREEMENT; AND
3. THE GOVERNING LAW PROVISIONS AND JURISDICTION AS MORE FULLY SET FORTH IN SECTION 15 OF THIS AGREEMENT.

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1. DEFINITIONS.

In addition to other terms defined herein, the following terms have the following meanings:

1. “Affiliate” means one or more of Our parent companies, Our subsidiaries, or Our other entities that are Our affiliates.
2. “AI Systems” means automated tools, artificial intelligence (“AI”), large language models, neural networks, analytics, machine learning technologies, AI-enabled services, or other related artificial intelligence technologies.
3. “Agreement” has the meaning set forth in the preamble.
4. “Business Partner(s)” means one or more of the third-party service providers or other entities that We work with or partner with in order to provide the Services (for example, payment processors and hosting, communications, and analytics providers).
5. “Changes” has the meaning set forth in Section 13.
6. “Change or Discontinue Support of the Vestibule Platform” has the meaning set forth in Section 2.
7. “COMPANY” , “WE” , “US” OR “OUR” have the meaning set forth in the preamble.
8. “Company IP Assets” has the meaning set forth in Section 6 herein.
9. “Company Policies” means this Agreement, the Privacy Policy, and the Terms of Services.
10. “Company Servers” or “Servers” means any servers, other hardware, other computer systems or other software applications which are proprietary to, or leased or otherwise used by, Company to support the Vestibule Platform.
11. “Company Privacy Policy” has the meaning set forth in Section 14.
12. “Company Servers” or “Servers” means any servers, other hardware, other computer systems or other software applications which are proprietary to, or leased or otherwise used by, Company to support the Vestibule Platform.
13. “Company Trademark(s)" means any of the Company’s trademarks, service marks, names, logos or slogan, including without limitation the Company’s proprietary Vestibule ™ mark.
14. “Company Website” has the meaning set forth in the preamble.
15. “Content” means Vestibule Materials, the Vestibule Platform, and any content of Company and User Content.
16. “Customer" means the named party that has entered into the Subscription for the Vestibule Platform as contemplated by Section 3 herein in order to allow the Customer and the Customer’s Users to have the right to access and use the Vestibule Platform pursuant to this Agreement.
17. “Customer User(s)” has the meaning set forth in Section 4 herein.
18. “DISPUTES” has the meaning set forth in Section 15.
19. “Effective Date” has the meaning set forth in the preamble.
20. “Initial Subscription Period” has the meaning set forth in Section 3.
21. “JAMS RULES” has the meaning set forth in Section 15.
22. “Other Programs” has the meaning set forth in the preamble.
23. “Pricing & Subscription Schedule” means Company’s then current published pricing list and subscription terms applicable to the Vestibule Platform the Customer has subscribed to under this Agreement.
24. “PLATFORM SERVICES” has the meaning set forth in in the preamble.
25. “Privacy Policy” means the Company Privacy Policy available at this link: https://vestibule.com/legal/pp.  
26. “Term” has the meaning set forth in Section 8.
27. “Terms of Services” means Company’s Terms of Services is available at this link https://vestibule.com/legal/tos.
28. “Tenants” means the individual or entity that leases property or receives services which has been purchased or procured from the Customer and for which the Customer is making the Vestibule Platform available for use as part of or otherwise in connection with such lease of property or services.
29. “Third Party Sources” has the meaning set forth in Section 9.
30. “Vestibule Platform” means collectively:

1. the Company’s then current, proprietary online platform, supported by the Company’s underlying proprietary software programs, currently called Vestibule, and currently is designed to be a web-based  platform that provides commercial property owners, landlords, and property managers with a centralized operating system for lease administration, rent collection, tenant billing, document management, building operations, and other landlord-tenant operations. For clarity and the avoidance of doubt, the parties agree that any and all updates, upgrades, improvements, or any other enhancements that Vestibule may make at any time to its subscribed-for-Vestibule Platform to accommodate the customized needs or functionalities of the Customer shall automatically be deemed to be a part of the Vestibule Platform definition under this Agreement.
2. To the degree provided by Vestibule, any of Vestibule’s program manuals, program instructions, technical data, other material or other documentation which Vestibule may make available to the Customer in association with the Customer’s use of the Vestibule Platform (hereinafter, the “Vestibule Material”). For clarity and the avoidance of doubt, the parties agree that any and all updates, upgrades, improvements or any other enhancements that Vestibule may make at any time to its Vestibule Material in order to accommodate the customized needs or functionalities of the Customer shall automatically be deemed to be a part of the Vestibule Material under this Agreement

1. “Services” has the meaning set forth in the preamble.
2. “Subscription” has the meaning set forth in Section 3 herein.
3. “Subscription Fee(s)” has the meaning set forth in Section 3 herein.
4. “Subscription Manager" has the meaning set forth in Section 3 herein.
5. “Subscription Period” means the time period during which the Customer and its other Customer Users will have the Access Right to, or any other right to use, the Vestibule Platform under this Agreement for each respective Subscription. For clarity, the term “Subscription Period” includes the Initial Subscription Period, as such term is defined in Section 3.3 herein, and any and all subscription renewal periods (if any).
6. “Systems” has the meaning set forth in Section 5.
7. “User(s)” “you” or “your” means, collectively: (i) the Customer; and (ii) all of its Customer Users.  
8. “User Content" means any information, data, images, or other content owned or controlled by the User that is used by the User in the course of using the Vestibule Platform under this Agreement; provided, however, the parties hereby agree (for purposes of clarity and for the avoidance of doubt), that User Content does not include any Vestibule Material as such term is defined herein.

1. SCOPE AND CONDITIONS OF USE OF SERVICES.

2.1 Access Right to Use Vestibule Platform. Subject to Users’ strict compliance with this Agreement, including but not limited to the Customer paying the full Subscription Fee as contemplated by Section 3 of this Agreement, Company grants to Customer, only during the term of the Subscription Period, a personal, limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to allow only the Customer and its Customer Users the ability to access and use (through Vestibule’s cloud-based service) the Vestibule Platform, only for (any only within the scope of) the features or functionalities the Company makes available to the Users through the Vestibule Platform and only within the format that the Vestibule Platform (and the content therein) is made available by Vestibule, but for no other uses, purposes or functionalities whatsoever (hereinafter the “Access Right”).  For clarity and the avoidance of doubt, Customer acknowledges and agrees that all of the features and functionalities of the Vestibule Platform are provided by Vestibule as a software-as-a service (SaaS) and, thus, the Access Right is provided as a cloud-based service. For clarity and the avoidance of doubt, the Customer and all other Users hereby agree the Access Rights granted to use the Vestibule Material (to the extent any is provided by them from Vestibule) are limited for purpose of operating and using the Vestibule Platform, but for no other purpose.  

2.2 Limited Access Rights to Use the Services. The Users hereby further acknowledge and agree that the foregoing Access Right to use the Vestibule Platform is further subject to and conditioned as follows:

(a) Company has the right, in its sole discretion, at any time or from time to time, to change, amend, modify, suspend, discontinue, cease, or otherwise terminate one, more, or all of the features or functionalities of the Vestibule Platform (including without limitation one or more of the Subscribed-For  Vestibule Platform), in whole or any parts thereof, including without limitation discontinuing the Company’s support of the entire Vestibule Platform, or any portions thereof  (collectively, “Change or Discontinue Support of the Vestibule Platform”);

(b) Each User acknowledges and agrees that, in the event the Company exercises it right under this Agreement to Change or Discontinue Support of the Vestibule Platform in any way:

(i) The Vestibule Platform (including without limitation one or more of the feature and functions that may no longer operate or function, in whole or in part; and

(ii) Company shall not have any obligation or liability to the Customer or to any of its Customers Users (including, without limitation, not having an obligation to refund any portion of the Subscription Fee) in the event Company does exercise its right to Change or Discontinue Support of the Vestibule Platform in any way or at any time (or for any reason), including without limitation if such action by Company renders all or any part of the Vestibule Platform inoperative or non-functioning; and

(iii) If Company exercises its right to Change or Discontinue Support of the Vestibule Platform, including without limitation suspending, discontinuing, ceasing or terminating any one or more features and functionalities of the Vestibule Platform (in whole or in part) for any reason, and after Company has given notice to Customer of its plans to take such action (the format of such notice to be  determined by Company), and if the Customer fails to transfer all User Content by the effective date of such action by Company,  then Company is not responsible to provide access to any such User Content to the Customer or any Customer User after the effective date of such action by Company.

2.4 Restrictions of Access Rights. In addition to any other conditions set forth in this Agreement, each User hereby agrees to the following additional provisions (and the following provisions are further conditions on the User’s Access Right):

(a) For clarity, and for the avoidance of doubt, Customer and each Customer User is only permitted to use the Vestibule Platform solely in accordance with the terms and conditions of this Agreement, and any unauthorized uses of the Vestibule Platform in violation of this Agreement shall constitute a material breach of this Agreement.

(b) Users are prohibited from using any data, information, material or content (including without limitation any Customer Data) if the foregoing (in Company’ determination):

(i) Is not owned by the User or if the User does not otherwise have the absolute right to use such data, information, material or content in association with the Vestibule Platform;

(ii) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right of any party;

(iii) Is otherwise unlawful, libelous, defamatory, an invasive of privacy or of any publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable; or

(iv) Would violate any other rights of any party, would constitute or encourage a criminal offense, or would otherwise violate or create liability under any laws, statutes, ordinances or regulations anywhere.

(c) Users shall not impersonate any other person or entity or otherwise misrepresent the User’s affiliation with a person or entity;

(d) A User shall not use another User’s user name or password without the authorization of the legitimate User;

(e) Users will not use the Vestibule Platform for any other illegal purpose or any fraudulent scheme or transaction.

(f) Users will use or develop any third-party applications or services, including but not limited to AI System, that directly interact with the Service or any Content or information made available through the Service, including without limiting being prohibited from doing any of the following:

(i) training, enabling, supporting, enhancing, or providing functionality to any AI Systems using, in whole or in part, the Services, any Content, or any information made available through the Service; and

(ii) Incorporating, linking, compiling, bundling, embedding, distributing, deploying, or hosting the Services, any Content, or any information made available through the Service within an AI System.

(g) Users are prohibited from violating or attempting to violate the security of the Vestibule Platform, any other part thereof, or of any Company Servers, including without limiting being prohibited from doing any of the following:

(i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access;

(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(iii) attempting to interfere with service to any other User, host, or network;

(iv) attempting to obtain or obtain any data or other content through any means not intentionally made available or provided for by the Vestibule Platform;  

(v) attempting to reproduce or circumvent the navigational structure or presentation of the Service or its contents;  

(vi) take any other action that could damage, disable, overburden, or impair the Vestibule Platform or any Company Servers; or

(vii) otherwise violate or attempt to violate any security features, protocols, systems or network security associated with the Vestibule Platform, any part thereof, or of any Company Servers.  

2.5 Each User hereby agrees that Company has the right to investigate occurrences that may involve any violations of this Agreement, including without limitation any matters which could involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in any violations. In addition, Company reserves the right to cooperate with any and all law enforcement agencies, including complying with requests for information or disclosures or any warrants, court orders or subpoenas (from any party) and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the Vestibule Platform. BY USER’S USE OF THE VESTIBULE PLATFORM, THE USER EXPLICITLY AUTHORIZES THE COMPANY TO TAKE SUCH ACTION.

2.6 If Company becomes aware of any violations or breach of this Agreement by Customer or any of its Customer Users, Company has the right (in addition to any other rights or remedies available to Company by law, contract or equity) to take any one or more of the following actions, in its discretion: (a)  suspend or terminate access to the Vestibule Platform to the Customer and/or to any particular Customer User, including without limitation denying access to the User Content to the Customer and/or to any particular Customer User; (b) terminate a particular Customer User’s right to use the Vestibule Platform; and/or (c) terminate this entire Agreement in accordance with Section 8 of this Agreement.

2.7 All rights granted to the User under this Agreement, including without limitation the User’s Access Right to use the Vestibule Platform, will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason, including without limitation any breach by any User of this Section 2 of this Agreement.  

2.8 The Services provided through the Vestibule Platform may include, under the circumstances, some of the following:

(a) Payments. Users may pay or request payment of rent, invoices, payment processing fees, and other amounts through the Vestibule Platform. The Platform is a tool that lets the applicable User instruct and authorize third-party payment processors to collect and disburse those amounts; the payment processors, and not Vestibule, receive, hold, settle, and disburse all funds and are solely responsible for the movement of funds and related regulatory compliance. Vestibule does not collect, hold, custody, or disburse funds and is not a bank, a money transmitter, a trustee, a payment processor, or any User’s agent. A no-fee ACH payment option is available; any card or other processing fee will be disclosed before the payment is completed. Users are responsible for verifying that payments are processed and received by the intended party. Vestibule does not hold security deposits; any security deposit processed through the Vestibule Platform is transferred to the Customer or its designated account.

(b) Autopayments. You may authorize Vestibule to initiate recurring charges from your specified credit card, debit card, bank account, ACH, or other accepted payment method (“Payment Method”). The amount debited charged to your Payment Method will be the then balance on your account. Once your enrollment is processed, all payments will be automatically charged to the Payment Method on the invoice due date or upon the date chosen by you, unless you terminate your authorization in the manner described herein. You agree to be bound by any rules your payment issuer requires for pre-authorized transactions. YOU HAVE THE RIGHT TO TERMINATE YOUR PAYMENT AUTHORIZATION AT ANY TIME BY contacting Vestibule at legal@vestibule.com or changing it through your account. You must update all changes to your Payment Method in your account. If you do not update your Payment Method and Vestibule is unable to charge or withdraw funds from your Payment Method for the amount due on your Vestibule account, you may be subject to applicable late fees, returned item charges, or any fees or charges assessed by your financial institution. VESTIBULE SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A PAYMENT MADE ON FEES INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR PAYMENT METHOD IS DEBITED OR CHARGED.

(c) Building-Access Requests. You may be able to submit requests for access to the building or business through the Vestibule Platform. Such request would be sent to the appropriate User to process such request. However, the Vestibule Platform is merely a conduit to connect Users and does not grant, manage, or control access to the building or business.

(d) Work Orders. You may be able to submit requests for work orders, maintenance, or other requests through the Vestibule Platform. Such request would be sent to the appropriate User to process such request. However, the Vestibule Platform is merely a conduit to connect Users and does not grant, perform, manage, or control work orders, maintenance, or other requests.

(e) Electronic Signatures. The Platform may provide situations for you to agree and accept different contracts. You agree that your electronic acceptance and electronic signature are the legal equivalent of your handwritten signature, and that electronic records satisfy any requirement that records be in writing, as permitted by the federal E-SIGN Act and applicable state law. You may withdraw consent to electronic records, or request paper copies, by contacting Vestibule, but doing so may limit your ability to use the Vestibule Platform. You are responsible for maintaining a device, internet access, and a valid email address to receive electronic record.

(f) Automated Information. The Platform may use AI Systems to provide some of the features of the Vestibule Platform, for example extracting, summarizing, and interpreting information from leases and other documents and generating outputs such as lease abstracts, payment schedules, amounts, due dates, charges, reminders, and other calculations and recommendations (collectively, “Automated Outputs”). Automated Outputs are provided as a draft for User’s review. User acknowledges that Automated Output may be incomplete or inaccurate and is not a substitute for the User’s own review and professional judgment. For contracts, the original contract, not the Automated Outputs, are the authoritative source of the parties’ rights and obligations, and Automated Outputs do not modify, interpret, or supersede any contract. Users are solely responsible for reviewing, verifying, correcting, and approving all Automated Output before relying on, publishing, sending, or acting on such Automated Output including but not limited to, payment schedules, payment amounts, or lease term. User will not initiate collection of, or disbursement rent payment or other payments User has not reviewed and approved. User shall not rely on the Automated Output to determine payments due under contracts. Vestibule does not represent or warrant the accuracy, completeness, or fitness of any Automated Output, and, to the fullest extent permitted by law, has no liability for User’s reliance on Automated Output. This Section is in addition to the terms in Section 10 and Section 11.

3. Subscription Process; Subscription Fees.

3.1 The Company has the right, in its discretion and at any time, to require Customer to pay the Company a fee ( the “Subscription Fee”) for Customer’s and/or Customer’s Users’ use of the Vestibule Platform for the Subscription Period as a condition of your Access Rights to use the Vestibule Platform during each such applicable Subscription Period (collectively, the “Subscription”). The Subscription is subject to any other terms and conditions governing the Subscription Fees, including but not limited to any cancellation policy, any interest payments/service charges for late payments, or any non-refund policies; any other terms and conditions governing the Subscription Period, including without limitation the conditions for any potential renewal of the Subscription Period; and/or any other terms related to the features or level of service for, or restrictions regarding, the respective Subscription.

3.2 An authorized representative of the Customer (“Subscription Manager”) must select, on behalf of the Customer, the initial level of subscription, including without limitation the exact features and functions of the Vestibule Platform the Company has subscribed to under this Agreement, all to be in accordance with the Pricing & Subscription Schedule in effect at such time.

3.3 As a condition to Customer’s use (and all of its Customer User’s use) of the Vestibule Platform (including without limitation, any continued Access Rights to all Users), the Customer hereby agrees to pay Company the full Subscription Fee pursuant to the Pricing & Subscription Schedule in effect at the start of the initial Subscription Period and at the start of each renewal of the Subscription Period. The Subscription Fee to be charged for the initial Subscription Period shall be the Company’s then-current Subscription Fee in existence as of the commencement of the first Subscription Period (the “Initial Subscription Period”).

3.4 Any Subscription Fees or any other amounts owed to Company which are not paid when due shall be subject to any applicable interest payment and/or any other service charge as set forth in the Pricing & Subscription Schedule. If the Customer fails to pay any Subscription Fee or any other amounts owed to Company after thirty (30) days of the applicable due date, Company has the right, in its sole discretion, to terminate this Agreement and/or to initiate any other remedies at law or equity as set forth in Section 8 of this Agreement. If Company initiates any legal proceedings to collect those amounts, Company shall be entitled to recover its reasonable attorney fees and costs from Customer, including those incurred prior to and at arbitration, trial or other proceeding, and in any appeal.

3.5 Company will publish its then current Pricing & Subscription Schedule, with the Customer’s understanding and agreement that the Company shall determine, in its discretion, the appropriate means of such publication, including without limitation publishing its then current Pricing & Subscription Schedule on the Company’s website (which shall constitute sufficient publication of the same to the Customer).  THE COMPANY HAS THE RIGHT TO AMEND, FROM TIME TO TIME AND AT ANY TIME, ANY OF THE TERMS AND CONDITIONS IN ITS PRICING & SUBSCRIPTION SCHEDULE (INCLUDING WITHOUT LIMITATION ANY SUBSCRIPTION FEES AND SUBSCRIPTION PERIODS). THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS THE CUSTOMER’S OBLIGATION TO ACCESS AND REVIEW THE COMPANY’S THEN CURRENT PUBLISHED PRICING & SUBSCRIPTION SCHEDULE WHICH IS IN EFFECT AT THE TIME OF THE CUSTOMER’S INITIAL SUBSCRIPTION PERIOD AND, IN THE EVENT THE CUSTOMER’S SUBSCRIPTION IS RENEWED, IN EFFECT AT THE TIME OF EACH RENEWAL PERIOD. THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER IS AND WILL BE BOUND BY THE THEN CURRENT PRICING & SUBSCRIPTION SCHEDULE (INCLUDING BUT NOT LIMITED TO THE THEN-CURRENT SUBSCRIPTION FEE) IN EFFECTIVE AS OF THE FOLLOWING DATES:  (A) THE EFFECTIVE DATE OF THE CUSTOMER’S INITIAL SUBSCRIPTION PERIOD; AND (B)  IN THE EVENT THE CUSTOMER’S SUBSCRIPTION IS RENEWED, THE EFFECTIVE DATE OF EACH RENEWAL OF ITS SUBSCRIPTION.

3.6 Customer will pay all sales, use, value added and other taxes imposed on any Subscription Fees paid to Company under this Agreement.

4. Authorized Use of Vestibule Platform by Customer Users Only; Right to Terminate Access Right.

4.1 Customer shall restrict use of the Vestibule Platform solely to Tenants, employees of the Customer, or other authorized representatives of the Customer who satisfy the following conditions (hereinafter “Customer User(s)”):

(a) such individual has been given an authentic and valid invitation by Customer to gain access to and then use the Customer’s Subscription for the Vestibule Platform;

(b) ensuring that each Customer User is aware of the material terms of this Agreement, Privacy Policy, and the Terms and Conditions of Use and that no person who is not an authorized user be allowed access to the Vestibule Platform; and

(c) each such individual remains in compliance with all of the terms and conditions of this Agreement.

Without limiting the foregoing or any other provision herein in any way, the Company hereby reserves the right, at any time, to require each individual Customer User to consent to this Agreement, the Company’s End User License Agreement or any EULA which may exist, before each such Customer User will be given an Access Right to use, or will be able to continue to have an Access Right to use, the Vestibule Platform through the Customer’s Subscription.  

4.2 Customer is solely responsible for monitoring the use of the Vestibule Platform by all Customer Users. Without limiting the foregoing in any way, and for clarity, the Customer is ultimately and solely responsible for: (a) all uses (or misuses) of the Vestibule Platform by all its Customer Users; (b) any breaches of this Agreement caused by any Customer Users; and (c) any breach by any Customer User of any EULA which may exist pursuant to Section 4.1 herein.

4.3 Customer is required to immediately notify Company of each Customer User that Customer no longer is giving access to the Vestibule Platform in order to allow Company the ability to terminate the applicable Customer User’s access to the Vestibule Platform. If the Subscription Fee is based on the number of Company Users, the Company is not required to provide a refund of the Subscription Fee due to Customer’s delay in notifying the Company of changes to the Customer Users’ access to the Vestibule Platform.

4.4 The Customer hereby represents and warrants to Company that the individual that has initially consented to this Agreement on behalf of the Customer is an authorized agent or representative of the Customer and, thus, such individual has all requisite power and authority to bind the Customer to this Agreement. Each Customer User hereby represents and warrants to Company that the individual that has initially consented to this Agreement on behalf of the Customer User is an authorized agent or representative of the Customer User and, thus, such individual has all requisite power and authority to bind the Customer User to this Agreement.

5. Additional Responsibilities of Users.  

5.1 Users shall be solely responsible for:

(a) procuring, at its expense, the necessary environment at the User’s location(s) to use the Vestibule Platform, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (“Systems”);

(b) keeping its user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same;

(c) changing its user names and passwords if it believes that the same has been stolen or might otherwise be misused;

(d) maintaining  recommended information security tools, technologies, fire walls, antivirus, malicious software removal and detection software, etc. and to implement and maintain appropriate administrative, physical and technical safeguards to data from unauthorized access, use or alteration; and

(e) complying with all other laws, rules and regulations related to the User’s use of its Systems and the Vestibule Platform.  

6. Reservation of Rights.

6.1 Subject only to the limited Access Right granted to Customer pursuant to Section 2 above, all rights, title and interest (including without limitation all global intellectual property rights) in and to the Vestibule Platform, all of the underlying code or programs that operate the Vestibule Platform, all of the Vestibule Materials provided by the Company, all Company Trademarks (including without limitation Vestibule’s proprietary Vestibule™ trademark), and all goodwill associated therewith (hereinafter collectively referred to as the “Company IP Assets”) shall at all times remain the sole and exclusive property of Company. Customer and Customer Users shall not in any manner represent that they have acquired any rights in the Company IP Assets beyond or in addition to the limited Access Right expressly granted by Company to the Customer pursuant to only Section 2 above.  

6.2 Each User hereby further agrees that: (a) any and all use of the Company IP Assets by Customer or its Customer User as authorized by this Agreement shall inure to the sole benefit of Company; and (b) Customer and Customer Users shall not challenge Company’s exclusive rights to and ownership of the Company IP Assets, nor take any action inconsistent with Company’s exclusive rights to and ownership of the Company IP Assets.

7. Confidentiality. Each User hereby agrees that all Company IP Assets, including without limitation the Vestibule Platform and the Vestibule Materials, may contain valuable trade secrets and confidential information that is owned by Company. Each User shall take all commercially reasonable precautions to prevent inadvertent disclosure any of the Company IP Assets, including all know how and confidential information therein. Each User shall not disclose any part of the Company IP Assets to anyone for any purpose, other than to its Customer Users for the sole purpose of using the Vestibule Platform only as explicitly permitted under this Agreement.

8. Term and Termination.

8.1 This Agreement shall commence as of the Effective Date noted above and shall continue until the earlier to occur of the following: (a) any termination of this Agreement under Section 8.2 below; or

(b) the Subscription Period otherwise expires or terminates (collectively, the “Term”).

8.2 In addition to any other right of termination set forth in this Agreement, this Agreement may be terminated by Company:

(a) for convenience upon giving thirty (30) days’ notice to Customer; or

(b) immediately if any one or more of the following occurs if You, Your Company, or Your Company Users are in violation of, or has otherwise breached, this Agreement.

8.3 Upon any type of termination, expiration or cancellation of this Agreement, all rights granted to Customer (and its Customer Users) hereunder, including without limitation the Access Right, shall immediately and automatically cease.  Without limiting the foregoing in any way, upon the effective date of such termination, expiration or cancellation:

(a) Customer and all of its Customer Users shall cease using the Vestibule Platform (including all functions and features provided thereby), all Vestibule Material and any other Company IP Assets (as defined above) that was made available by the Company; and

(b) Customer and all Customer Users shall return to Company or destroy (and certify the destruction thereof in writing), at Company’s option, all copies of all of the Company IP Assets. All Customer’s, Customer User’s, User’s representations and warranties made in this Agreement, Sections 6, 7, 8.3, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive indefinitely, and all provisions of this Agreement that by their terms, nature or context are intended by the parties to survive the termination, expiration, or cancellation of this Agreement shall do so.

8.4 Upon any type of termination, expiration or cancellation of this Agreement, the following additional terms shall govern the User Content:

(a) the provisions of Section 2.2 shall govern the Customer’s access and all Customer Users’ access to User Content in all instances in which Company has exercised its right to Change or Discontinue Support of the Vestibule Platform as contemplated by such Section 2.2;

(b) if Company has exercised its right of termination for convenience pursuant to Section 8.2(a) above, the Customer and each of its Customer Users shall have thirty (30) calendar days after the effective date given by Company for such termination for convenience in which to download copies of their User Content, with the understanding and agreement that after such thirty (30) day period Company shall not be responsible to provide access to any such User Content thereafter.

(c) if a Customer has not renewed its Subscription pursuant to this Agreement, then Customer and each of its Customer Users shall have thirty (30) calendar days after the expiration date of the Subscription Period in which to download copies of their User Content, with the understanding and agreement that after such thirty (30) day period Company shall not be responsible to provide access to any such User Content thereafter.

(d) except as set forth in subsections (a), (b) and (c) of this Section 8.4, Company shall not have any other obligation under this Agreement to provide access to any such User Content after any type of termination, expiration or cancellation of this Agreement.

9. Links to Third Party Sites. As a convenience to Customer and Customer Users, Company may now, or in the future, provide links to other sources of information or other internet web sites that are not owned by Company and are not under Company’s control (“Third Party Sources”).  Company does not control the Third Party Sources and is not responsible for the data, material, recommendations or any other information included in any Third Party Sources, including without limitation any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the Company’s Vestibule Platform to any entity, product, service or information provided through a Third Party Source does not constitute an endorsement or recommendation by Company. No Third Party Source is authorized or permitted to make any representations or warranties on Company’s behalf. Your use or visit to any Third Party Source, or Your act of providing any of your personal information to the owner of any Third Party Source constitutes Your automatic agreement that Your action using such Third Party Source (including without limitation any information provided through any such Third Party Source) shall be subject to and governed by the terms and conditions of such Third Party Source, including without limitation the privacy policies of any such Third Party Source.

10. Disclaimer of Warranty.  

CUSTOMER AND EACH CUSTOMER USER ACKNOWLEDGES AND AGREES THAT THE VESTIBULE PLATFORM, THE VESTIBULE MATERIAL, AND ANY OTHER COMPANY IP ASSETS WHICH MAY BE PROVIDED THROUGH THE VESTIBULE PLATFORM ARE PROVIDED TO CUSTOMER AND ITS CUSTOMER USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS.

THE COMPANY MAKES NO, AND HEREBY EXPLICITLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

CUSTOMER AND CUSTOMER USERS ASSUME THE ENTIRE RISK REGARDING THEIR USE OF, AND THE DATA, OUTPUT, RESULTS AND PERFORMANCE ARISING OUT OF, THE VESTIBULE PLATFORM (INCLUDING WITHOUT LIMITATION THE FEATURES AND FUNCTIONS OF THE VESTIBULE PLATFORM), THE VESTIBULE MATERIAL OR ANY OTHER COMPANY IP ASSETS WHICH MAY BE PROVIDED THROUGH THE VESTIBULE PLATFORM.

THE CUSTOMER AND CUSTOMER USERS ASSUME ALL RESPONSIBILITY FOR DETERMINING THEIR ACTION (OR INACTION) IN RESPONSE TO THE DATE, OUTPUT, RESULTS AND PERFORMANCE PROVIDED THROUGH THE VESTIBULE PLATFORM.

THE COMPANY FURTHER DOES NOT REPRESENT OR WARRANT THAT THE AUTOMATED OUTPUTS ARE ACCURATE OR THE PROCESSING OF PAYMENTS THROUGH THE VESTIBULE PLATFORM. THE COMPANY FURTHER DOES NOT REPRESENT OR WARRANT THAT THE VESTIBULE PLATFORM (INCLUDING WITHOUT LIMITATION THE VESTIBULE MATERIAL OR ANY OTHER COMPANY IP ASSETS WHICH MAY BE PROVIDED THROUGH THE VESTIBULE PLATFORM) WHICH MAY BE MADE AVAILABLE TO A USER WILL OPERATE OR FUNCTION UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER MAKING THE ANY OF THE FOREGOING AVAILABLE, OR THAT ANY OF THE OTHER FOREGOING IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability.  IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER OR TO ANY THIRD PARTY FOR ANY DIRECT (TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW), CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM INCONVENIENCE, INTERRUPTION OF BUSINESS, LOSS OF USE, DOWNTIME LOSS, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF REVENUE) WHETHER OR NOT THE COMPANY OR ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN WARRANTY, CONTRACT, TORT OR AN OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE), THE PERFORMANCE OF, OR THE RESULTS FROM THE USE OF, THE VESTIBULE PLATFORM, ANY VESTIBULE MATERIAL, OR ANY OTHER COMPANY IP ASSETS (AS SUCH TERMS ARE DEFINED HEREIN).

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS (WHETHER BASED IN  CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, WARRANTY, OR ANY OTHER LEGAL THEORY OF LIABILITY)  EXCEED THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100) OR 10% OF THE AMOUNTS PAID TO THE COMPANY FOR THE SERVICES WITHIN THE LAST TWELVE MONTHS GIVING RISE TO A CLAIM IN THE TWELVE MONTHS PRECEDING THE DATE OF SUCH CLAIM.

12. Indemnification. Upon a request by Company, the Customer and the applicable breaching Customer User each hereby agree to defend, indemnify, and hold Company, its affiliates and their officers, directors, employees and agents and representatives harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise out of, or is related to each User’s:

(a) violation or breach of this Agreement by Customer or any Customer User;

(b) violation or breach of this Agreement by any Customer User (if any EULAs exist as contemplated by Section 4.1 herein); or  

(c) any use, misuse or unpermitted use of the Vestibule Platform, any Vestibule Material or any other Company IP Assets; or

(d) any infringement by any User of any intellectual property or other rights of any person or entity.

Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User under this provision, in which event the User will cooperate with Company in that action.

13. Change in the Terms of this Agreement. ONCE THE FIRST CUSTOMER USER OF THE CUSTOMER BEGINS TO USE THE VESTIBULE  PLATFORM, VESTIBULE MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME (“CHANGES”), The Company reserves the right to make these Changes by giving any notice that the Company deems reasonable (both in form and where such notice will be posted), provided, however the Company reserves the right not to give a separate or individualized notice to you of such Changes. We shall not be liable to you for any Changes, including without limitation any addition, modification, suspension, or discontinuance (in part or wholly) to or of the Service and/or features associated with the availability or use of the Platform. Without limiting the foregoing, in any way, pursuant to any such Changes, we reserve the right to: (i) establish additional policies and practices concerning use of the Service; and/or (ii) change any term of this Agreement (in part or in whole) at any time, with or without prior notice. If, as a part of any such Changes, we add any new features that do not materially affect the Services and terms of the Agreement, we may not update this Agreement. Such new features are provided pursuant to the terms of this Agreement, and any specific terms provided with each feature. ONCE VESTIBULE PROVIDES SUCH NOTICE OF SAID CHANGE, THE CUSTOMER AND EACH OF ITS CUSTOMER USERS AUTOMATICALLY CONSENT THEREAFTER BE BOUND BY THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT THE NEXT TIME A CUSTOMER USER VISITS AND/OR USE THE VESTIBULE PLATFORM. YOU ARE HEREBY DEEMED TO HAVE ACCEPTED SUCH CHANGES AND TO BE LEGALLY BOUND BY SUCH CHANGES AND BY THIS AGREEMENT AS IT IS UPDATED BY SUCH CHANGES. EACH USER IS RESPONSIBLE FOR REGULARLY REVIEWING THE PLATFORM FOR ANY CHANGES.

14. Company Privacy Policy; Certain Uses of User Content by Company.

• 14.1 Company Privacy Policy. A copy of the Company’s Privacy Policy is available at this link: https://vestibule.com/legal/pp

(hereinafter, the “Company Privacy Policy”). By using the Vestibule Platform or the Company Website, each User hereby automatically acknowledges and agrees as follows: (i) all of the terms and conditions of the Company Privacy Policy are hereby incorporated into this Agreement by this reference and hereby govern and apply to each User; (ii) all information the Company collects on the Company Portal and Company Website are subject to the Privacy Policy; and (iii) each User agrees to be bound by, and to comply with, the Company Privacy Policy, as such may be amended by the Company from time to time or at any time, including without limitation each User hereby consents to all actions taken by the Company with respect to the Company’s use of a User’s personal information as set forth in the Company Privacy Policy.  

14.2 Certain Uses of User Content by Company. Each User agrees that the Company, and contractors engaged by the Company, have the right to use User Content in order to have the Company perform its services under Agreement, including without limitation, having the Company provide the User with its Access Right to use the Vestibule Platform. Each User hereby further agrees that the Company has, and each such User hereby explicitly grants to the Company, a non-exclusive, worldwide, perpetual, assignable, sub-licensable, transferable, fully paid up right and license to use in a de-identified format any User Content in the normal course of the Company’s business,  including without limitation for the following purposes: (i) for statistical analysis, industry trend analysis, and/or evaluating the efficiency of the features and functionalities of the Vestibule Platform or any other applications developed by Company; (ii) for any marketing, advertising or other methods of promoting  (in digital, print or in any other media) the Vestibule Platform, any other products or services of Company; and/or (iii) for any other purposes that support and promote Company’s overall business operations.

15. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

15.1 Governing Law. You hereby agree that the substantive and choice of law provisions of the State of New York shall apply to this Agreement, without regard to New York’s conflict of law provisions. Except as otherwise agreed to in this Section 15, each User agrees and hereby irrevocably submits to the exclusive personal jurisdiction and venue by the state and federal courts in New York County in the State of New York with respect to all such matters. For clarity, the arbitration provisions in Section 15.3 of this Agreement shall specifically be governed by the federal arbitration act (9 U.S.C. 1 ET SEQ.).

15.2 Non-Waiver. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.3 Alternative Dispute Resolution.

(a) CONSENT TO ARBITRATION. BY CONSENTING TO THIS AGREEMENT OR BY OTHERWISE USING ANY OF THE COMPANY’S SERVICES, EACH USER HEREBY AGREES THAT, IF ANY DISPUTE ARISES OUT OF OR IS IN ANY WAY RELATED TO THIS AGREEMENT AND/OR YOUR USE OF ANY OF THE SERVICES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “DISPUTES”), ANY AND ALL SUCH DISPUTES SHALL BE RESOLVED BY SUBMISSION TO BINDING ARBITRATION IN NEW YORK, NEW YORK WITH JAMS PURSUANT TO JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (“JAMS RULES”)IN EFFECT AT THE TIME OF ANY SUCH DISPUTE.

PURSUANT TO JAMS RULES IN EFFECT AT THE TIME, THE COMPANY MAY REQUEST THAT THE ARBITRATOR CONDUCT ANY PROCEEDING, OR ANY PORTION THEREOF, IN PERSON OR VIRTUALLY BY CONFERENCE CALL, VIDEOCONFERENCE OR USING OTHER COMMUNICATIONS TECHNOLOGY WITH PARTICIPANTS IN ONE OR MORE GEOGRAPHICAL PLACES.

YOU AND THE COMPANY MUTUALLY AGREE THAT THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE THE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM THAT ALL OR ANY PART OF THIS AGREEMENT IS VOID OR VOIDABLE.

IF THE PARTIES ARE UNABLE TO AGREE ON A JAMS RETIRED JUDGE OR JUSTICE WITHIN FIFTEEN (15) CALENDAR DAYS OF A DEMAND FOR ARBITRATION FILED WITH JAMS BY EITHER OF US, JAMS WILL FOLLOW THE PROCEDURE IN ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES TO NAME A RETIRED JUDGE OR JUSTICE WHO WILL ACT AS THE SOLE ARBITRATOR. ANY DECISION OF THE ARBITRATOR MAY BE CONFIRMED BY A COURT OF COMPETENT JURISDICTION AND THE ENSUING JUDGMENT MAY THEREAFTER BE ENFORCED IN THE SAME MANNER AS A JUDGMENT IN A CIVIL ACTION. THE ENSUING JUDGMENT MAY ALSO BE APPEALED PURSUANT TO APPLICABLE FEDERAL LAW. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE PRIVACY POLICY INVOLVES INTERSTATE COMMERCE AND THAT THIS ARBITRATION PROVISION IS GOVERNED BY THE FEDERAL ARBITRATION ACT.

15.4 Arbitral Jurisdiction.

YOU AND THE COMPANY AGREE THAT THIS AGREEMENT AND THE PRIVACY POLICY INVOLVES INTERSTATE COMMERCE AND THE ARBITRATION WILL BE GOVERNED BY THE PROVISIONS OF THE FEDERAL ARBITRATION ACT (9 U.S.C. 1 ET SEQ.). NEW YORK SUBSTANTIVE LAW SHALL GOVERN THE UNDERLYING DISPUTES TO BE ARBITRATED.

YOU AND THE COMPANY AGREE THAT THE ARBITRATOR, NOT ANY FEDERAL OR STATE COURT JUDGE, SHALL HAVE THE EXCLUSIVE JURISDICTION TO RESOLVE ANY AND ALL DISPUTES REGARDING THE ARBITRATOR'S JURISDICTION AND THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION OF THIS BINDING PRIVACY POLICY AND THIS BINDING END USER SERVICE AGREEMENT TO ARBITRATE, INCLUDING BUT NOT LIMITED TO DETERMINING WHICH DISPUTES ARE SUBJECT TO ARBITRATION, OR ANY CONTENTION THAT ALL OR ANY PART OF THIS ARBITRATION AGREEMENT IS UNENFORCEABLE, VOIDABLE OR VOID.

15.5 Class Action Waiver.

EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, (I) YOU AND THE COMPANY HEREBY MUTUALLY INTEND AND AGREE THAT NEITHER WILL ASSERT ANY CLASS ACTIONS OR REPRESENTATIVE ACTIONS, NOR WILL SUCH ACTIONS OR PROCEDURES APPLY IN ANY ARBITRATION PURSUANT TO THIS AGREEMENT; (II) WE MUTUALLY AGREE THAT NEITHER WILL ASSERT CLASS ACTION OR REPRESENTATIVE ACTION CLAIMS AGAINST THE OTHER IN ARBITRATION OR IN ANY OTHER PROCEEDING OR ACTION; AND (III) YOU SHALL ONLY SUBMIT YOUR OWN, INDIVIDUAL CLAIMS IN ARBITRATION AND WILL NOT SEEK TO REPRESENT THE INTERESTS OF ANY OTHER PERSON.

15.6 Arbitration Confidentiality.

THE DISPUTES (AS DEFINED ABOVE), AS WELL AS THE ARBITRATION PROCEEDINGS AND AWARD REGARDING SUCH DISPUTES, SHALL BE KEPT STRICTLY CONFIDENTIAL AND GOVERNED BY THE CONFIDENTIALITY PROVISIONS IN SECTION 15 OF THIS AGREEMENT.

16. GENERAL PROVISIONS

16.1 Non-Waiver. Company’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

16.2 Entire Agreement. This Agreement, including the Privacy Policy and Terms of Service, constitutes the entire agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. Without limiting Company rights in Section 13 of this Agreement (“Change in the Terms of this Agreement”), each User agrees that this Agreement may not be altered, supplemented, or amended by any User without the prior written consent of Company. If there is a conflict of terms between this Agreement and the Terms of Service, the EULA shall apply.

16.3 Binding Effect; No Assignment by Users; Permissible Assignment by Company. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Customer and the other Users do not have any right to assign this Agreement, in whole or in part. Any purported assignment by a User in violation of this Section shall be void.  Company shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns

16.4  Enforcement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Company, its agents, or employees, except upon an instrument in writing signed by an authorized employee of Company  No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.

16.5 Force Majeure. The Company shall not be liable for any delay or failure in performance, nor shall the Company be deemed to be in default of any provision of this Agreement, due to any Force Majeure, which shall include without limitation acts of God, disease, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, terrorist acts, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond the Company’s reasonable control.

16.6 Remedies. Each User acknowledges and agrees that monetary damages may not be a sufficient remedy for unauthorized use of the Vestibule Platform, any Vestibule Materials, or any other Company IP Assets, and therefore each User hereby agrees that Company shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.

16.7  Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.

16.8 Notices. Notices to Company must be sent to the Company at legal@vestibule.com. Except as set forth in Section 13 of this Agreement (“Change in the Terms of this Agreement”), notices to a User may be sent by Company to the email address or any other contact address that the User may have supplied at any time to Company. In addition, Company may broadcast notices or messages through the Vestibule Platform or through the Company Website to inform each User of changes to the Vestibule Platform or this Agreement or other matters of importance, and such broadcasts shall constitute notice by Company to each User at the time of sending. Regardless of the method of sending the notice, all notices sent to User by Company shall be deemed to be given and deemed to be effective as of the date sent or posted by Company.

CONTACT US.

If a User has any questions or comments about this Agreement or the Company’s Services, then the User should contact the Company at legal@vestibule.com.

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