VERISART TERMS AND CONDITIONS

These Terms of Use (“Terms”) are an agreement between you (“user”, “you” or “your”) and Verisart, Inc. (“Verisart”, “we” or “us”) that governs your access to and use of our website, products, and services (collectively, “Services"). By accessing or using our Services in any way, you agree to these Terms. If you do not agree to these Terms, you are not permitted to access or use our Services. Please read these Terms carefully, and feel free to contact us if you have any questions.

1. ELIGIBILITY

You, the Verisart user represent and warrant that you: (a) are of legal age to form a binding contract; (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.

2. ACCOUNT REGISTRATION

You must create an account with Verisart to access the Services (“Account”). When you create an Account, you agree to: (a) provide accurate and truthful information; (b) maintain and promptly update your Account information; (c) maintain the security of your Account by protecting your Account password and restricting access to your computer and your Account; (d) promptly notify Verisart if you discover or otherwise suspect any security breaches related to your Account; and (e) take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.

2.1. The permission we give you to register for an Verisart account and use our Services under these Terms is non-exclusive and non-transferable. You are not allowed to rent, sell, lease, sublicense or otherwise transfer your Account, or any access to or use of our Services, to any third party.

2.2. We may reclaim or repurpose any username or URL on our Services, at any time at our sole discretion, for any reason, including if we believe it is necessary to comply with the rights of a third party.

2.3. Some of our Services may be accessible on mobile devices. You agree not to use those Services in a way that distracts you and prevents you from complying with any traffic or safety laws.

3. PRIVACY POLICY

Please refer to our Privacy Policy for information about how we collect, use and share your information.

4. DESCRIPTION OF SERVICES

Verisart provides a platform for recording the creation, transfer, or acquisition of an artwork or collectable (Item) to affirm and acknowledge that creation, custody and/or ownership for the purpose of establishing provenance. When a user submits the digital photo(s) of an Item and any additional documents to the Verisart platform, the user will receive a certificate with a corresponding Blockchain transaction record and verified by the Verification Network.

The Blockchain network, including the Verification Network, is operated by a decentralized network of independent third parties. Verisart has no control over the Blockchain network, including the Verification Network, and therefore cannot and does not ensure that any transaction request you submit via the Services will be confirmed via the Verification Network. The user acknowledges and agrees that the transaction requests you submit via the Services may not be completed, or may be substantially delayed, by the Verification Network.

When the user completes a transaction request via the Services, the user authorizes Verisart to submit the transaction request to the Verification Network in accordance with the instructions provided via the Services.

4.1. Relationship. Verisart is an independent contractor for all purposes, and is not users' agent nor trustee.

4.2. Accuracy of Information. You represent and warrant that any information you provide via the Services is accurate and complete. You acknowledge and agree that Verisart is not responsible for any errors or omissions that users make in connection with any transaction initiated via the Services. We at Verisart strongly encourage users to review transaction request details carefully before completing any transaction requests via the Services.

4.3. No Cancellations or Modifications. Once a transaction request has been submitted to the Blockchain network via the Services, the Verification Network will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. Verisart has no control over the Blockchain network and does not have the ability to facilitate any cancellation or modification of requests. As a result, all transaction requests initiated via the Services are irreversible.

5. USER RESPONSIBILITY

You are solely responsible for, and assume sole risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.

5.1. If the use of our Services results in the need for servicing or replacing any equipment or data, the Verisart will not be responsible for those costs or losses, and we urge you to back-up your data at all times.

5.2. No advice or information (whether oral or written) obtained from the Verisart, or through our Services or any Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.

5.3. User acknowledges that Verisart takes no responsibility for and will not be liable for any losses, damages or claims arising from the use of our Services, including, but not limited to, any losses, damages or claims arising from (a) data being "Bruteforced", (b) server failure or data loss, (c) forgotten passwords, (d) corrupted files, (e) incorrectly constructed transactions or mistyped addresses; or (f) unauthorized access to mobile applications, (g)"phishing," viruses, third-party attacks or any other unauthorized third-party activities.

6. THIRD-PARTY SERVICES AND CONTENT

In using our Services, you may view content or utilize services provided by third parties, including links to web pages and services of such parties (“Third-Party Content”). Verisart does not control, endorse or adopt any Third-Party Content and will have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Verisart is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

7. ACCEPTABLE USE

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:

▪ Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying Verisart Services, or that could damage, disable, overburden or impair the functioning of Verisart Services in any manner;

▪ Use of Verisart Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money-laundering, or terrorist activities.

▪ Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;

▪ Use or attempt to use another user’s account without authorization;

▪ Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of Verisart Services that you are not authorized to access;

▪ Provide false, inaccurate, or misleading information; and

▪ Encourage or induce any third party to engage in any of the activities prohibited under these Terms.

8. MOBILE APPLICATIONS

8.1. As part of our Services, we may offer you the use of Verisart mobile applications, including applications that may be accessed through the iTunes App Store (“iTunes-Sourced Apps”) and applications that may be accessed by other means.

8.2. Your use of our mobile applications is subject to these Terms and any applicable Service Terms that we may post on our Services or otherwise make available to you in connection with our mobile applications.

8.3. We may update any of our mobile applications without notice, at any time at our sole discretion, and these Terms will apply to any updated versions.

8.4. The following terms and conditions in this section apply to iTunes-Sourced Apps:

You agree to use iTunes-Sourced Apps only on an iPhone/iPad OS product that you own or control, and as permitted by the App Store Terms of Service.

You acknowledge that these Terms are an agreement between you and us, and not with Apple, and Verisart is solely responsible for iTunes-Sourced Apps and the content of iTunes-Sourced Apps.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to any iTunes-source App.

If any iTunes-Sourced App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for such iTunes-Sourced App to you. To the fullest extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to any iTunes-Sourced App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of any iTunes-Sourced App to conform to any warranty will be our sole responsibility. However, please note that we expressly disclaim all warranties to the fullest extent permitted by applicable law.

You and we acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to any iTunes-Sourced App or your possession and use of any iTunes-Sourced App, including: (i) product liability claims; (ii) any claim that any iTunes-Sourced App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

You and Verisart acknowledge that, in the event of any claim by any third party that any iTunes-Sourced App or your possession and use of any iTunes-Sourced App infringes that party’s intellectual property rights, as between Verisart and Apple. Versant will be solely responsible for the investigation, defense, settlement and discharge of such claim to the extent required by these Terms.

By downloading or using any iTunes-Sourced App, you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not on any U.S. Government list of prohibited or restricted parties.

You and Verisart acknowledge that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms as relates to iTunes-Sourced Apps and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms as relates to iTunes-Sourced Apps.

9. USER COMMUNICATION AND CONTENT

9.1. Some Services may enable Users to submit, post, publish or otherwise provide User Content. Each User is solely responsible for all User Content that they provide on or through our Services.

9.2. Verisart does not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice or opinions communicated on, or in connection with our Services (whether online, offline, orally, in writing or otherwise) by any User and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any User Content and/or any such statements, ideas, advice or opinions is solely at your own risk.

9.3. You acknowledge that Verisart has no obligation to review or screen any User Content, and that by using our Services, you may be exposed to User Content that is inaccurate, misleading, offensive or otherwise objectionable.

9.4. Some User Content may be marked as “featured” (or marked with other similar language) when it is provided on or through our Services. Such markings are for general informational use only and are not an endorsement, representation or warranty of any kind by Verisart.

9.5. We reserve the right, but have no obligation, to monitor and/or review any and all User Content and/or communications transmitted on or through our Services, to enforce or investigate potential violations of these Terms or our other policies or agreements with Users, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Services and/or customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (i) respond to claims against us or comply with any law, regulation, legal process or governmental request; (ii) enforce or administer these Terms or our other policies or agreements with Users; (iii) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect or enforce the rights, property or safety of Verisart, you, or others.

9.6. We reserve the right to remove or refuse to display any User Content on our Services, in whole or part, if we believe that such User Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.

9.7. You acknowledge that you are in the best position to know if Your User Content may be used in connection with our Services. You are solely responsible for ensuring that Your User Content does not violate any law or regulation, or any right or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right.

9.8. By submitting, posting, publishing or otherwise providing any User Content on or through our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to use, host, store, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving our Services, and developing new Services. You represent and warrant that: (i) you own or otherwise control all of the rights to Your User Content; and (ii) the use of Your User Content does not violate these Terms and will not violate any right of, or cause injury to, any person or entity.

9.9. Nothing in these Terms will restrict any other rights that we may have or later obtain with respect to Your User Content, such as rights under applicable laws or other licenses.

9.10. We will not be liable or responsible for any User Content, or for any use of Your User Content by us in accordance with these Terms.

10. COPYRIGHT POLICY

10.1. We respect the intellectual property rights of others and expect Users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond to notices of claimed copyright infringement that are properly provided to our designated copyright agent (“Copyright Agent”), whose contact information is listed below.

10.2. We reserve the right to remove or disable access to any Content on our Services claimed to be infringing, at any time at our sole discretion, without notice or liability. In appropriate circumstances, we will also terminate Users and account holders who are repeat infringers.

10.3. If you believe that Content on our Services has been used in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing all of the following information ("DMCA Notice"):

▪ A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

▪ Identification of the copyrighted work claimed to have been infringed;

▪ Identification of the Content that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate such Content on our Services;

▪ Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;

▪ a statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

▪ a statement that the information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10.4. If you are the provider of Content that was removed (or to which access was disabled) and you believe that such Content is not infringing, or that the use of such Content is authorized by the copyright owner, the copyright owner’s agent, or the law, you may provide our Copyright Agent with a written counter-notice containing all of the following information ("Counter-Notice"):

▪ your physical or electronic signature;

▪ identification of the Content that was removed or to which access was disabled, and the location at which such Content appeared on our Services before it was removed or access to it was disabled;

▪ a statement under penalty of perjury that you have a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and

▪ your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, the judicial district for which Verisart is located or in some cases of applicable law the U.S. Southern District of New York, and that you will accept service of process from the person who provided the notice of claimed infringement or an agent of such person.

10.5 Our Copyright Agent designated to receive DMCA Notices and Counter-Notices may be contacted as follows:

▪ By postal mail: Verisart, Inc., Attn: Copyright Agent, 217 E. Alameda Avenue, Suite 300A, Burbank, California USA 91502.

▪ By email: legal@verisart.com

10.6. You acknowledge that your DMCA Notice or Counter-Notice may not be valid if it is not addressed to our Copyright Agent or it does not provide substantially all of the information specified above. To help us receive your DMCA Notice or Counter-Notice in a timely manner, please send it by email if possible.

10.7. If you provide us with a DMCA Notice, you agree that we may send a copy of it (including your name and contact information) to the provider of the disputed Content.

10.8. Please note that the procedure described above in this section is intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. § 512(c), but does not constitute legal advice. Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal liability for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. If you are not sure whether you are (or are authorized to act on behalf of) the owner of an exclusive right in any disputed Content, you may wish to consult an attorney about your rights and obligations under the DMCA and any other applicable laws. While we cannot offer you legal advice, more information about the DMCA is available at the U.S. Copyright Office website.

Unless otherwise indicated by Verisart, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, Verisart or Verisart logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Company Materials”) are the proprietary property of Verisart or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws.

We hereby grant you a limited, nonexclusive and non-sub-licensable license to access and use the Company Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the Company Materials; (b) the distribution, public performance or public display of any Company Materials; (c) modifying or otherwise making any derivative uses of the Company Materials, or any portion thereof; or (d) any use of the Company Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

11. TRADEMARKS

"Verisart, Inc.", Verisart logo, and any other Verisart product or service names, logos or slogans that may appear on our Services are trademarks of Verisart and may not be copied, imitated or used, in whole or in part, without our prior written permission. You will not use any trademark, product or service name of Verisart without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product or service name of Verisart. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Verisart and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Verisart.

12. SUSPENSION; TERMINATION

12.1. You may stop using our Services at any time, subject to any other agreements between you and us.

12.2. Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our Services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms.

12.3. Any breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Verisart, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. Verisart may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, Verisart will attempt to return any Funds stored in your Account not otherwise owed to Company, unless Company believes you have committed fraud, negligence or other misconduct.

13. DISCLAIMER OF WARRANTIES

(a) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VERISART, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

(b) YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

14. LIMITATION OF LIABILITY

(a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL VERISART, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE VERISART SERVICES OR COMPANY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM VERISART, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VERISART’S RECORDS, PROGRAMS OR SERVICES.

15. INDEMNITY

15.1. You agree to defend, indemnify and hold harmless Verisart (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify Verisart, Verisart will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to propose a resolution to the matter.

15.2. Verisart reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Services.

16. APPLICABLE LAW;

16.1. You agree that all claims or disputes you have against us arising out of or related to these Terms or our Services must be resolved exclusively by a state or federal court located in Kent County, Delaware, U.S., whether or not any third parties are involved. You agree to submit to the personal jurisdiction of, and agree that venue is proper in, the courts located in Kent County, Delaware, U.S., for the purpose of litigating all such claims or disputes, and you expressly waive any objection as to inconvenient forum.

16.2. These Terms, the rights and obligations of you and us under these Terms, and all claims or disputes that might arise between you and us, will be governed by and construed in accordance with the laws of the State of Delaware, and, to the extent applicable, the laws of the United States, excluding any conflict of laws principles, and without regard to your jurisdiction of residence.

16.3. You agree that regardless of any law to the contrary, each claim you might have against us arising out of or related to these Terms or our Services must be filed within the applicable statute of limitations, or, if earlier, one (1) year after such claim arose, or else such claim will be permanently barred.

16.4. Nothing in these Terms will prevent us from seeking injunctive or other equitable relief in any jurisdiction.

ARBITRATION PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH VERISART AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and Verisart agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Verisart agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Verisart must be sent to via certified mail at 217 E. Alameda Avenue, Suite 300A, Burbank, California 91502. You and Verisart further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in the State of Delaware; c) that arbitration will be conducted confidentially and be finally settled under Title 10 of Delaware Uniform Code of Arbitration. The courts in Delaware have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Delaware, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND VERISART WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION OR PROCEEDING.

17. MISCELLANEOUS.

17.1. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.

17.2. No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by an Verisart representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.

17.3. These Terms will be binding on your successors and assigns, but you are not allowed to assign, transfer or sublicense these Terms or any right or obligation under these Terms without our prior written consent. These Terms, and all rights granted to or reserved by us under these Terms, will benefit and be enforceable by our successors and assigns.

17.4. There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.

17.5. You and we are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Services.

17.6. Nothing in these Terms will prevent us from complying with any applicable law or regulation.

17.7. These Terms were written in English (U.S.). If any translation conflicts with the English version, the English version controls.

17.8. The section titles in these Terms are for convenience only and have no legal or contractual effect.

17.9. Waiver. The failure or delay of Verisart in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.

17.10. Severability. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

17.11. Force Majeure Events. Verisart will not be liable for any loss or damage arising from any event beyond Verisart’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction (each, a “Force Majeure Event”).

17.12. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Verisart, including by operation of law or in connection with any change of control. Verisart may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

17.13. Headings. Headings of sections are for convenience only and will not be used to limit or construe such sections.

18. AMENDMENT

18.1. Our business changes with time, and these Terms will change also. We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, without prior notice, at any time at our sole discretion.

18.2. All changes to these Terms will be effective when posted on our Services, or at such later date as may be specified in the updated Terms.

18.3. By continuing to use our Services after any changes to these Terms become effective, you agree to such changes and the updated Terms.

18.4. You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Services, and you agree to review these Terms regularly and inform yourself of all applicable changes.

18.5. If you do not agree to any changes made by us to these Terms, you will no longer be permitted to use our Services.

18.6. Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.

18.7. We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or Content.

Verisart reserves the right to make changes or modifications to these Terms from time to time, in its sole discretion. If Verisart makes changes to these Terms, Verisart will provide you with notice of such changes, such as by sending you an email and/or by posting the amended Terms via the Services and updating the “Last Updated” date at the top of these Terms. All amended Terms become effective immediately on the date they are posted to the Services unless otherwise stated. Any amended Terms will apply prospectively to use of the Services after such changes become effective. Your continued use of the Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Services.

December 15, 2015