This Master Services Agreement governs your use of Vestibule.

For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Additional Definitions. In addition to any other defined terms herein, the following terms have the following meanings:

1.1 “Customer Content" means any information, data, images, or other content owned or controlled by the Customer or any other Customer User that has been provided to Vestibule or its agents under this Agreement.

1.2 “Customer Users" means collectively: (i) the Customer; (ii) authorized employees or agent acting on behalf of the Customer; and (iii) Customer Participants.

1.3 “Platform" means collectively: Vestibule’s proprietary online platform, supported by and including Vestibule’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 the Platform to accommodate the customized needs or functionalities of the Customer shall automatically be deemed to be a part of the Platform definition under this Agreement.

1.4 “Processing Fees” means payment processing fees, rejected payment fees, chargeback fees, assessments, interchange, and other amounts imposed by or payable to payment processors or payment networks in connection with processing payments, any processing fees detailed in the Service Order, or Vestibule’s service fees related to such processing fees.

1.5 “Vestibule’s EULA” means the end user license agreement of Vestibule attached hereto as Exhibit B (also available at www.vestibule.com/legal/eula) and by this reference incorporated herein.

1.6 “Vestibule Material” means collectively: (i) the Platform; (ii) 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 Platform; (iii) any other content, information, data, documentation, software, or any other material that is created or provided by or on behalf of Vestibule at any time that may be provided by Vestibule to Customer; and (iv) the Vestibule Trademarks.

1.7 “Vestibule Trademark(s)” means the Vestibule^TM trademark, and any other trademarks, service marks, logos, business names or trade names owned by Vestibule.

2. Services; Service Order. Pursuant to the terms and conditions of this Agreement, the Customer hereby engages Vestibule to provide the services, described in, and in accordance with the terms and conditions of, the service order (“Service Order”) attached hereto as Exhibit A and by this reference incorporated herein (all such services are hereinafter collectively referred to as the “Services”). The Services are subject to the Use License described in Section 4.

2.1 Use of AI. Some Services are provided through the Platform. The Platform uses automated processing, including artificial-intelligence and machine-learning features, to provide some of the features of the 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 Customer’s review. Customer acknowledges that Automated Output may be incomplete or inaccurate and is not a substitute for the Customer’s own review and professional judgment. The executed contracts (e.g. leases) and the Customer’s own records — not the Automated Output — are the authoritative source of the contracted parties’ rights and obligations, and Automated Output does not modify, interpret, or supersede any contract. Customer is 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 terms. Customer will not initiate collection or disbursement of rent payment or other payments that Customer has not reviewed and approved. Vestibule does not represent or warrant the accuracy, completeness, or fitness for any particular use of any Automated Output. This Section is in addition to the terms in Sections 9 and 10.

2.2. Payment Collection Services. The Platform provides tools that enable the Customer to instruct and authorize third-party payment processors to collect rent and other charges from tenants and other parties and to disburse those funds to the Customer. Vestibule provides the software interface only: the Customer directs the payment processors through the Platform, and the Customer maintains its own relationship with, and must accept the terms of, those payment processors. Vestibule does not collect, receive, hold, custody, or disburse funds, does not take title to or control of any funds, and does not act as the Customer’s agent, a bank, a money transmitter, a trustee, or a payment processor. The third-party payment processors receive, hold, settle, and disburse all funds and are solely responsible for the movement of funds and related regulatory compliance. Customer is solely responsible for the accuracy of the amounts, payees, due dates, and payment instructions it configures in the Platform, and Vestibule may rely on those instructions to provide the Services. To the fullest extent permitted by law, Vestibule has no liability for the collection, holding, disbursement, or movement of funds, for any payment amounts, payees, due dates, or instructions, or for the acts or omissions of any payment processor.

(a) Payment Processing. Through the Platform, the Customer authorizes and directs its third-party payment processor(s) to, for the Customer’s own account: (i) initiate charges to, and collect rent and other charges from, Customer Users through the Platform; (ii) receive and hold the collected funds pending disbursement to the Customer’s designated payment method; and (iii) remit those funds to the Customer’s designated payment method. The payment processor, and not Vestibule, receives, holds, and disburses the funds. Customer is not entitled to any interest or earnings on funds held pending disbursement. The payment processor remits disbursements to Customer in accordance with the Service Order and the payment processor’s terms. Customer must provide the payment processor the information it requires about the Customer and its designated payment method to receive disbursements, and if such information is not provided, Customer acknowledges disbursements may be delayed.

(b) Payment Issues. Customer is responsible for the costs of any payment issues, such as chargebacks, insufficient funds charges, or other payment issues, from Customer’s use or any other Customer Users’ use of payment processing features of the Platform. Such costs may be detailed in the next invoice or set off from future disbursements in Vestibule’s sole discretion.

(c) Refunds to Tenants. Customer may issue refunds or credits to tenants through the Platform in accordance with applicable law and the Customer’s lease terms. Refunds are funded from collected funds that have yet to be dispersed or, if collected funds are insufficient, the refund shall be automatically charged or collected from the Customer’s designated payment method.

(d) Security Deposits. Vestibule shall not hold, escrow, or maintain security deposits, and Customer agrees any security deposits collected through the Platform shall be immediately disbursed to Customer’s account in accordance with Customer’s designated payment method.

(e) Reporting. Customer shall maintain its own records of any Customer Users’ payments or refunds in accordance with landlord-tenant laws, tax laws, and state and federal laws and regulations.  

2.3 Changes to Services. In accordance with Section 4.3, the Platform may change from time to time, which may change the Services.

3. Fee(s). For all of the Services to be provided by Vestibule under this Agreement, Customer will pay the Vestibule all Service Fees as set forth in Exhibit A and all Processing Fees (collectively, the “Fees”).

3.1 Payments Authorization. If Customer chooses to pay through the Vestibule Platform, Customer hereby authorizes Vestibule to bill its designated payment method for such Fees when Customer processes such request. If Customer chooses to set up autopayment through the Vestibule Platform, Customer hereby authorizes Vestibule to bill its designated payment method for such Fees on or after the payment bill date. Customer will promptly update its account information with any changes to its designated payment method (e.g., change in billing address, card change, insufficient funds, expiration date update) that may occur. If Vestibule cannot charge Customer’s selected payment method for any reason, Customer remains responsible for any uncollected amounts (e.g., Fees, taxes and finance charges), and Vestibule may attempt to charge the designated payment method again. In accordance with local law, Vestibule may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.

3.2 Invoice. Vestibule will invoice the Customer monthly. Each invoice will set out the period the invoice applies for and, as separate line items, (a) the Service Fees for the period and (b) the Processing Fees for the period. Invoices are due within thirty (30) days of the invoice date (“Net 30”). Customer has fifteen (15) days from receipt of an invoice to dispute any charge on the invoice; otherwise, the Fees detailed in the invoice shall be final. If the Customer disputes an amount in good faith in accordance with this Section 3.2, it will pay the undisputed portion when due, and the Parties will work in good faith to resolve the dispute promptly.

3.3 No Set off; Finance Charges. All payments are non-refundable, and Customer does not have the right to set off, discount, receive a refund, or otherwise reduce or refuse to pay any amounts due to Vestibule under this Agreement. Unpaid Fees are subject to a finance charge of 18% per annum effective interest rate (1.5% per month) compounded monthly, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all taxes associated with Services other than taxes based on Vestibule’s own net income, payroll, real estate, and personal property. Vestibule reserves the right to suspend or terminate Customer’s access to the Platform and/or use or performance of the Services if any payment is due but unpaid.

3.4 Price Changes. Vestibule may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term.

4. Use License Granted to Customer

4.1 Use License. Subject to Customer’s compliance with all of the terms and conditions of this  Agreement and Vestibule’s EULA, including without limitation paying Vestibule all Fees or any other amounts owed to Vestibule under this Agreement, Vestibule hereby grants to the Customer only a non-exclusive, non-assignable, non-transferable license and right to use the Platform only for the Purpose, as such term is defined below (the “Use License”).  For purposes of the Use License, “Purpose” means: (i) use of the Platform to assist the Customer in the management of leases, payments, tenant interactions, and lease and building operation; and (ii) for any other specific approved purpose that is explicitly stated in the Service Order, if any.

4.2 Customer Participants. As a part of the Use License, and in accordance with the terms of the Service Order, the Customer is granted a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to allow Customer’s tenants, property managers, property owners, employees, and other personnel (“Customer Participants”) access to the Platform subject to the Use License (“Participant License”). Customer shall have each Customer Participant agree to Vestibule’s EULA. The form attached hereto as Appendix A - Lease Addendum Example is an example for notifying residents upon new lease execution or lease renewal of use of the Platform. The form attached hereto as Appendix B – Landlord/Property Management Addendum Example is an example for notifying a landlord or property management of the usage of the Platform. Customer may edit the addendum examples as necessary incorporating jurisdictional regulations. If Customer learns a Customer Participant is breaching this Agreement or Vestibule’s EULA, Customer shall immediately notify Vestibule, and Vestibule, in its sole discretion, can terminate such Customer Participant’s access to the Platform. Vestibule hereby reserves the right, at any time, to require each Customer Participant to first consent, and stay in compliance with, Vestibule’s EULA before each such Customer Participant will be given an Use License to use, or will be able to continue to have an Use License to use, the Platform or any other Services. The Customer is responsible for ensuring that all Customer Participants comply with the terms and conditions of the Agreement and Vestibule’s EULA. Without limiting the foregoing Customer Participants are only permitted to use (and the Customer shall ensure that its Customer Participants only use) the Services (including without limitation the Platform): (i) solely for the Purposes stated in this Agreement; and (ii) solely in compliance with this Agreement and Vestibule’s EULA.

4.3 Changes to Platform. Customer further agrees that the Services and the foregoing licenses in Sections 4.1 and 4.2 are also subject to Vestibule having the right, in its sole discretion, at any time or from time to time, to change, amend, modify, or suspend any or all of the features or functionalities of the Platform, in whole or any part, including without limitation discontinuing Vestibule’s support of the Platform, or any portions thereof (collectively, “Change the Vestibule Platform”). Customer acknowledges and agrees that, in the event Vestibule exercises it right under this Agreement to Change the Vestibule Platform in any way:  (a) the Platform, and/or any other part of the Vestibule Platform, may not operate or function, in whole or in part; and (b) Vestibule shall not have any obligation or liability to the Customer and any other Customer Users in the event Vestibule exercised its right to Change the Platform in any way or at any time (or for any reason), including without limitation if such action by Vestibule may render all or any part of the Platform inoperative or non-functioning.

4.4 Additional License Requirements. Without limiting any of the foregoing, Customer will not, and will not enable or assist any third party to:

(a) Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (including without limitation the Platform);

(b) Modify, translate, or create derivative works based on or using any parts of the Services;

(c) Sell, resell, license, sublicense, distribute, rent, lease, or otherwise transfer any Services (including without limitation any rights to use the Platform) to any third party, or include any of the Services in any work being performed for or deliverables given to any third party;

(d) Attempt to create a substitute or similar service through the use of, or access to, the Services; or

(e) Use any of the Services except if such person is a Customer User and using the Services in accordance with Sections 4.1 and 4.2 herein.

5. Reservation of Rights; Confidentiality.

5.1 Reservation of Rights by Customer. Subject only to the rights granted to Vestibule below in this Section 5.1 and in Section 6 of this Agreement, all rights, title and interest (including all worldwide intellectual property rights) in and to the Customer Content are, and shall at all times remain,  the sole and exclusive property of the Customer; provided, however, Customer hereby grants Vestibule a license to use the Customer Content i) for the purpose of providing the Services to the Customer as contemplated by this Agreement (including any Service Order attached hereto) and ii) as otherwise set for in Section 6.

5.2. Reservation of Rights by Vestibule. Subject only to the Use License granted to Customer pursuant to Section 4.1 of this Agreement, all rights, title and interest (including all worldwide intellectual property rights)  in and to the Vestibule Material (including without limitation the Platform and all Vestibule Trademarks) (“Vestibule IP”) are, and shall at all times remain, the sole and exclusive property of Vestibule and/or Vestibule’s licensors, successors or assigns. Customer and all other Customer Users shall not represent (in any manner) that they have acquired any rights in the Vestibule Material beyond or in addition to the limited Use License that has been expressly granted by Vestibule to only the Customer under Section 4.1 of this Agreement.  Customer further hereby acknowledges Vestibule’s exclusive rights to and ownership of the Vestibule Material, and, in particular, all goodwill associated in and to any Vestibule Trademarks. Customer further agrees that the Customer shall not, directly or indirectly, challenge Vestibule’s exclusive rights to and ownership of the Vestibule Material, nor take any action inconsistent with Vestibule’s exclusive rights to and ownership of the Vestibule Material. Customer shall not seek to register any intellectual property rights in any of the Vestibule Material.

5.3 Confidentiality.  During the Term of this Agreement, either party (“Disclosing Party”) may disclose, under this Agreement, to the other party (a “Receiving Party”) confidential and/or proprietary materials and information of the Disclosing Party (“Confidential Information”). Except for Customer’s materials or information inputted or uploaded into the Platform, all materials and information disclosed by Disclosing Party to Receiving Party under this Agreement will be considered Confidential Information. Materials or information of Customer inputted or uploaded into the Platform shall not be considered or included in the definition of Confidential Information for the purposes of this Section 5.3 and this Agreement. For clarity, Customer hereby agrees that all of the Vestibule IP are deemed to be, and shall be governed under this Agreement as, Vestibule’s Confidential Information. Receiving Party will maintain the confidentiality of the Disclosing Party’s Confidential Information and will not disclose such information to any third party without the prior written consent of the Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section will not apply to any information that:  (i) is made generally available to the public without breach of this Agreement; (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information; (iii) is disclosed to Receiving Party by a third-party without restriction; or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including without limitation all copies and extracts thereof.

6. Certain Use of Customer Content by Vestibule.

6.1 Vestibule Privacy Policy. A copy of Vestibule’s Privacy Policy is available at www.vestibule.com/legal/pp (hereinafter, the “Privacy Policy”). By using the Vestibule Platform or obtaining the Services, the Customer and all other Customer Users hereby automatically acknowledge and agree as follows: (i) all of the terms and conditions of the Privacy Policy are hereby incorporated into this Agreement by this reference and hereby govern and apply to each Customer and Customer User; (ii) all Customer Content and other information Vestibule collects on the Platform and in connection with the Services are subject to the Privacy Policy; and (iii) Customer and all other Customer Users agree to be bound by, and to comply with, the Privacy Policy, as such may be amended by Vestibule from time to time or at any time, including without limitation each Customer and all other Customer Users hereby consent to all actions taken by Vestibule with respect to Vestibule’s use of Customer Content and Customer’s and all other Customer Users’ information as set forth in the Privacy Policy.

6.2 Certain Uses of Customer Content by Vestibule. In addition to Section 5.1, each User agrees that Vestibule, and contractors engaged by Vestibule, have the right to use Customer Content in order to have Vestibule perform the Services under Agreement, including without limitation, having Vestibule provide the Customer and all other Customer Users with its Use License or Participant License to use the Platform. The Customer and all other Customer Users hereby further agrees that Vestibule has, and each Customer and each other Customer Users hereby explicitly grant to Vestibule, a non-exclusive, worldwide, perpetual, assignable, sub-licensable, transferable, fully paid up right and license to use in a de-identified format any Customer Content in the normal course of Vestibule’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 Platform or any other applications developed by Vestibule; (ii) for any marketing, advertising or other methods of promoting  (in digital, print or in any other media) the Platform, any other products or services of Vestibule; and/or (iii) for any other purposes that support and promote Vestibule’s overall business operations.  Customer and all other Customer Users acknowledge and agree that the license and use permission to Customer Content by Vestibule shall survive, in perpetuity, the termination, expiration, or cancellation of this Agreement, regardless of the reason, including, but not limited to, a material breach of this Agreement by Vestibule.

7. Customer Representations and Warranties. Customer represents and warrants to Vestibule:

(a) Customer and all other Customer Users either own the Customer Content or have the right to provide the Customer Content to Vestibule through the Platform or any other means;

(b) Customer has validly entered into this Agreement and that it has the power and authority to do so;

(c) Customer is able to accept and execute this Agreement and use the Services (such as providing Customer Content) without breaching any other agreements or legal obligations Customer is subject to; and

(d) Customer, and its directors, officers, employees, agents, affiliates, and subcontractors acting on its behalf in connection with this Agreement, are in compliance and will continue to be in compliance throughout the Term with all applicable anti-corruption, anti-bribery, anti-money laundering, economic sanctions, anti-terrorism, and export control laws and regulations.

8. Disclaimer of Warranty. CUSTOMER ACKNOWLEDGES AND AGREES THAT VESTIBULE’S SERVICES THAT ARE PROVIDED TO CUSTOMER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  VESTIBULE 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, AND ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, GUARANTEE OF ANY COMPLIANCE REQUIREMENTS.  VESTIBULE SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT CUSTOMER MAY INCUR AS A RESULT OF A PAYMENT MADE INCORRECTLY OR BILLED INCORRECTLY OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH CUSTOMERS’ DESIGNATED PAYMENT ACCOUNT IS DEBITED OR CHARGED.

9. Limitation of Liability.  IN NO EVENT SHALL VESTIBULE BE LIABLE TO CUSTOMER UNDER THIS AGREEMENT FOR LOST PROFITS OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF VESTIBULE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, VESTIBULE’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE VESTIBULE SERVICES WILL NOT EXCEED AND WILL BE LIMITED, IN THE AGGREGATE, TEN PERCENT (10%) OF THE REVENUE RECOGNIZED BY VESTIBULE FROM THE CUSTOMER, AS REFLECTED IN VESTIBULE’S ANNUALLY AUDITED FINANCIAL STATEMENTS, DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  

10. Indemnity.  Customer hereby promises and agrees to indemnify, defend, and hold harmless Vestibule, its successors, and each of its present and future shareholders, directors, officers, employees, agents and authorized representatives for, from and against any and all claims, actions, proceedings, liabilities, losses, damages, penalties, fines, costs and expenses of every kind, including attorneys’ fees and legal costs, paid or incurred by them resulting from or arising out of: (i) the Customer Content; (ii) Customer’s or other Customer Users’ breach of this Agreement; (iii) Customer’s or other Customer Users’ breach of Vestibule’s EULA; (iv) Vestibule’s acts or omissions that relied on Customer Content on the Platform; and/or (iv) Customer’s misuse, and/or all other Customer Users’ misuse, of the Services, including the Platform.  

11. Term and Termination of this Agreement. This Agreement will commence on the Effective Date and will continue for the initial term detailed in the Service Order, unless terminated sooner pursuant to this Section (“Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for the renewal term stated in the Service Order unless a party provides thirty (30) days prior written notice to the other party (each a “Renewal Term” collectively with the Initial Term, the “Term” or the “Term of this Agreement”).  This Agreement may be terminated by Vestibule: (i) for convenience upon written notice to Customer; or (ii) immediately, without notice, if Customer or other Customer Users are in violation of or has otherwise breached this Agreement or Vestibule’s EULA. Either party may terminate this Agreement (i) upon thirty (30) days’ prior written notice if the other party materially breaches any of the terms or conditions of this Agreement, and, if capable of cure, is not cured during such thirty (30) day period, (ii) immediately upon the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings, (iii) immediately upon the other party's making an assignment for the benefit of creditors, or (iv) immediately upon the other party's dissolution or ceasing to do business.  Further, Vestibule may immediately suspend access to the Services if Customer materially breaches this Agreement, including but not limited to non-payment of past-due fees, until such breach is cured. Upon any type of termination, expiration, or cancellation of this Agreement, (i) all rights granted to Customer hereunder including, without limitation, the Use License and Participant License, shall immediately and without any notice, cease; (ii) the Receiving Party shall return, delete, or destroy all Confidential Information of the Disclosing Party in its possession and notify the Disclosing Party of such act; and (iii) Customer and all other Customer Users must stop using all of the Services, including without limitation, stop using the Platform.  

11.1 Survival.  The provisions of the following sections shall survive any expiration, cancellation or termination of this Agreement for any reason: Sections 5, 6, 7, 8, 9, 10, 11, and 12.

12. Additional Provisions.

12.1 Complete Agreement. This Agreement, including the Service Order, Vestibule’s EULA, the Data Processing Addendum (Exhibit C), the Privacy Policy, and any other exhibits, constitutes the complete agreement between Vestibule and Customer on the matters it discusses. Unless specifically stated to the contrary herein, this Agreement replaces all earlier agreements, written or oral, on the subject matter set forth herein. If there is a conflict of terms between this Agreement and Vestibule’s EULA, Vestibule’s EULA shall apply; and the Data Processing Addendum controls over this Agreement with respect to the Processing of Personal Data.

12.2 Amendments. A Service Order may be amended only by a writing signed by both parties. Vestibule may amend this Agreement (excluding any Service Order) from time to time in its sole discretion, effective upon posting the amended Agreement at www.vestibule.com/legal/msa or upon notice to the Customer.

12.3 Severability; Waiver.  Any term or provision of this Agreement held to be illegal or unenforceable shall be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of the Agreement shall remain in full force and effect. 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.

12.4 Assignment.  This Agreement is personal to Customer and, as such, Customer may not assign, sublicense, pledge, or otherwise transfer this Agreement, or any right or obligation under this Agreement without the prior written consent of Vestibule. Nothing in this Agreement shall restrict or limit Vestibule’s right to assign or transfer this Agreement in any manner whatsoever.

12.5 Binding on Successors.  This Agreement shall continue to bind the successors and permitted assigns of the parties.  

12.6 Governing Law; Choice of Forum; Attorneys’ Fees.  This Agreement shall be governed by the laws of the state of New York, USA, excluding its provisions on conflicts of laws.  Customer and Vestibule irrevocably agree and consent to exclusive venue in the courts of the state of New York and New York County, for any claim or dispute arising out of or in relation to this Agreement.  In any action or appeal concerning this Agreement, the substantially prevailing party will be able to recover from the other party the prevailing party’s reasonable attorneys’ fees.

12.7 Remedies and Specific Enforcement. Customer hereby acknowledges that its violation of the provisions of this Agreement may cause immediate serious injury and irreparable harm to Vestibule and its business that could not be reasonably or adequately compensated in damages in an action at law.  Therefore, in addition to other remedies provided in this Agreement or by law, Vestibule shall have the right to seek and obtain specific performance of this Agreement or to injunctive or other equitable relief to prevent or curtail any breach of this Agreement, whether actual or anticipated, without the need to give any notice thereof.

12.8 FORCE MAJEURE.  Vestibule shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Vestibule shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

12.9 Notices. Any notice under this Agreement must be in writing and given by email or by nationally recognized overnight courier. Notices to Vestibule must be sent to legal@vestibule.com. Notices to Customer will be sent to the email or address stated in the Service Order or signature block. A notice is deemed given: (i) if by email, when transmitted, absent a bounce-back or error message; and (ii) if by overnight courier, one (1) business day after deposit with the courier.

12.10 Independent Contractor Relationship. The parties acknowledge that Vestibule is acting under this Agreement as an independent contractor and not an agent or employee of Customer. Vestibule retains the right to control and supervise the activities of its employees and contractors, and to hire, compensate, and discharge such employees and contractors within the limits of applicable law.  Vestibule will be solely responsible for compensating its employees and contractors for any activity pursuant to this Agreement, and for ensuring that any taxes (including, without limitation, any and all payroll taxes) or other payments due any government agency as a result of such compensation is paid. Without limiting the generality of the foregoing in any way, Vestibule explicitly agrees (i) that Vestibule is solely and exclusively responsible for paying all wages and payroll taxes with regard to all of the Vestibule’s employees; and (ii) to the extent required by law, Vestibule will continuously maintain during the Term of this Agreement all workers’ compensation insurance or other required insurance with regard to all of the Vestibule’s employees.

12.11 Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument and be binding upon the parties.  This Agreement may also be executed electronically (e.g., via DocuSign, pdf or other form of digital signature) and each party has the right to rely upon an electronically signed version of this Agreement signed by the other party to the same extent as if such party had received an original counterpart

12.12 Publicity.  The Customer grants Vestibule a limited license to use the Customer’s name and logo (“Customer’s Trademarks”) to identify the Customer as a Vestibule customer on Vestibule’s website, in customer lists, and in marketing and promotional materials, in each case in accordance with any reasonable trademark-usage guidelines the Customer provides. Any other use of Customer’s Trademarks, including a case study, press release, quotation, or testimonial, requires Customer’s prior written approval, which may be granted in email. Customer may revoke the name-and-logo permission at any time upon written notice, and upon receipt of such notice, Vestibule will discontinue new uses of Customer’s Trademarks within a reasonable period and remove the Customer’s Trademarks from materials within Vestibule’s reasonable control on a going-forward basis.