Terms and Conditions.

Acceptance of Terms

Introduction

If you do not accept these Terms and Conditions, you may not use Verspa, Inc.'s services, products, studio, or websites.

A good business transaction is one in which both parties fully understand each other. You'll find our Terms and Conditions to be fair and above board. They have been designed to protect your rights, as well as the rights of our staff, designs, project assets, and Verspa, Inc.

Verspa, Inc. ("Verspa"), a Delaware C Corporation (Delaware file number 10615229), along with its corporate affiliates ("verspa.ai", "Verspa", "we", "our") operates the "Service", which is defined as any website or web page (or mobile application) on which this set of Terms appears ("Website"), and any data, services, activity, or transactions that are offered, made available, or facilitated through any of the above.

By utilising Verspa, Inc. ("Verspa") services and/or submitting a project via the world wide web, e-mail, phone, fax, or in person, to Verspa you ("THE CUSTOMER") agree to the Terms and Conditions of Use ("TERMS AND CONDITIONS") as outlined below. Please acquaint yourself with our TERMS AND CONDITIONS before submitting any order for artwork, marketing services, logo design or graphics design, website, or anything which can be deemed as a service provided by Verspa ("THE PROJECT").

This proposal is open for 30 days and is subject to Verspa's standard terms and conditions along with the following additional clauses.

These Terms of Service ("Terms of Service" or "Terms") are a legally binding agreement that applies to the Service and governs your use of the Service and your ("you" or "your") relationship with us. You accept and agree to these Terms of Service by either:

• Accessing or using the Service.
• Clicking to accept these Terms of Service.
• Accepting these Terms of Service in any other way.

If you violate these Terms of Service, or if you do not agree to these Terms of Service, you shouldn't access (and you don't have our permission to access) the Service. In addition, if you intend to provide to us, or receive from us, data regarding European residents, please see the section Special Terms for Use of Customer Personal Data of or Output Data About European Data Subjects, to which you must agree.

VAT is chargeable at the current VAT rate in England at the date of invoice (where applicable). Sales, use, or other applicable taxes may apply in your jurisdiction. Prices are subject to change without notice until a signed order form is received from Verspa's customer.

The customer agrees to allow Verspa to use the customer's logo, information, and details of the relationship as a reference, or explicitly for the purpose of producing marketing materials (case studies, website information, and other forms of marketing) Verspa wishes to promote. Verspa will release end-of-campaign data upon settlement of any payments due. Verspa's Customer agrees to authorise Verspa to introduce telephone calls stating "from" the "Verspa". Customer company name. This authorisation is required under DMA guidelines.

All Verspa's travelling expenses to the Customer or associated organisations, on the request of the Customer, will be added to the succeeding month's invoice at cost.

Employee allocation is inclusive of ad-hoc reporting and operational desk-level management time. Employee time allocated to cleansing or organising campaign data or event registrations support and follow-up will be reported within the historic campaign schedule in order for Verspa's Customer to track any employee time being utilised away from the main focused activity.

Any additional employee time required will be costed at an agreed rate.

Reproduction or distribution of this document or any Verspa-provided documentation to a third party is prohibited without written prior permission.

The parties expressly agree that this agreement shall substitute any agreement, arrangement, or prior agreement, whether oral or written, concluded between the parties and having the same purpose of this agreement. If a Verspa contracted member of staff is subsequently contracted directly and/or employed by Verspa Customer, there will be a placement fee of 24% of the first year's total package payable upon starting employment and/or contract.

In the context of these TERMS AND CONDITIONS: preliminary works ("PRELIMINARY WORK(s)") refers to the initial design idea(s), project concepts and marketing ideas presented to THE CUSTOMER by Verspa as part of THE PROJECT; design revisions ("REVISION(S)") shall refer to changes to PRELIMINARY WORKS and/or new work, within THE PROJECT's original brief, and AFTER presentation of PRELIMINARY WORKS; final work ("FINAL WORK") shall refer to the work that the CUSTOMER has approved as a completed work, and the work that CUSTOMER wishes to take delivery of, as well as obtain copyright transfer of (if applicable).

Changes to the Terms of Service

We may modify these Terms of Service at our sole discretion by posting updated versions of these Terms of Service on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Service on the Website or upon notice, as applicable.

Changes to the Service

We may change the features and functionality of the Service at any time. This may include adding, modifying, or removing any features or functionality of the Service. The Terms of Service will apply to any changed version of the Service. We also may suspend or stop the Service altogether. In addition, we may impose or alter fees for new or existing aspects of the Service.

Eligibility Restrictions

To use the Service, you must have reached the age of majority in the jurisdiction where you live (in most UK jurisdictions, that's 18 years old). If you are under this age, you shouldn't use the Service or provide Submitted Data (defined below) to us.

Your Account

You will need to set up an account in order to access most aspects of the Service, including in most cases to submit data ("Submitted Data") or to receive data ("Output Data"). You should read the important information about the rules governing the Submitted Data and Output Data, in the sections below. Important rules also govern your account itself. First, you must only provide account information (such as your name and email address) that is your own, and that is accurate. You should keep your contact information accurate as well, so that we can contact you if we need to, such as to deliver any important notices. We also strongly recommend changing your password periodically, and that you not share your password or account credentials with anyone else. You are solely responsible for maintaining the confidentiality of your account information, such as your username and password, and for restricting access to your computer and other devices; you agree and understand that you will be liable for any activity occurring through your account.

Your Licence to the Service

You may be granted a licence to use the Service and Output Data for (and solely for) your personal and/or your internal business purposes only, subject to the prohibitions and restrictions herein, and a licence to store, print, or make a copy of Output Data we provide to you solely for your personal or internal business purposes. You may not resell, distribute, or create derivative works from the Service or the Output Data. You may not develop any service, product, toolset, dataset, or derivative work from the Output Data or the Service, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.

Data Sharing and Rights: Our Free Services

When you provide Submitted Data through the Service, you understand and agree to the following, except where we and you have put in place a Premium Services Agreement (or other agreement) that expressly supersedes the below terms:

The Licences You Grant To Us. When you provide us with or make available to us any Submitted Data, such as names, addresses, business titles, or phone numbers of contacts or other persons, you are granting us several licences to use that data (and you are representing to us that you have the right to make this grant):

• You grant us a perpetual and irrevocable licence to access and use the Submitted Data in aggregated form, to provide, develop and improve the Service and our data assets, so long as we do not (i) in any public way refer to you or the company you work for in relation to the Submitted Data (for instance, we will never sell a list titled "List of Brand X's Customers"), or (ii) use the Submitted Data in a way that violates any contract we have entered into, or any law.
• You also provide us the perpetual and irrevocable right to sublicense, make available, copy, display, publish or distribute the Submitted Data to any third party, including our customers, business partners, and service providers.
• You provide us the right to create derivative works, data models, or modelled data sets with the Submitted Data. You agree that we will own those derivative works (but not the actual Submitted Data that is distinct from those works). Examples of derivative works (without limitation) would be, for instance, if we create aggregated or modelled data sets that combine data from numerous providers in order to form a new or new type of data set. Another example would be if we used multiple sets of Submitted Data (from multiple providers) in order to derive data analytics about certain industries, buyers, or industry prospects.
• You also agree that we have the perpetual and irrevocable right to use, share, sublicense, display, copy, publish, and distribute the Submitted Data in aggregated, de-identified form for any purpose, in any medium.

The foregoing licence grants to Verspa shall be non-exclusive, perpetual, and royalty-free. Verspa shall have the right to sublicense, assign, or transfer such licences at its discretion.

The Representations You Make To Us. It is important to us that you have the right to grant us the licences we've described above. If you don't, please do not provide any Submitted Data to us. If you're not sure whether you do, please take the time to confirm whether that is the case. We will still be here when you're ready.

You therefore warrant and represent that you have all necessary rights, permissions, and authority to provide the Submitted Data to us (in whole and in part), and that doing so will not put you in violation of any contracts you have signed or any laws. We provide certain examples of laws that theoretically could apply, so please continue to read.

You likewise warrant and represent that the Submitted Data does not contain any information about individuals under the age of 18.

You warrant and represent that providing the Submitted Data to us does not violate the UK Data Protection Act 2018 or the General Data Protection Regulation (GDPR): for instance, it is not a list of hospital or doctor's patients, or a similar dataset consisting of patients or Customers of an entity covered by these laws.

You warrant and represent that you will only provide Submitted Data to us that is true and accurate, and of living persons.

Nature of Exchange. Our Service contains certain "co-operative" elements. This means that in exchange for providing the Submitted Data to us, and potentially for the use of other customers (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you. While we strive to make this a fair and optimal exchange, you understand and agree that we may change these terms or the nature of the Service at any time, or alter the amount of Output Data or other access we provide, and you agree that it is in our sole discretion to do so. We likewise may terminate your account or access to the Service at any time, for any reason, including (without limitation) any violation of these Terms of Service by you or through your account. Additional rules or policies may be displayed or put in place through the Service, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Service and you agree to adhere to them.

Paid and Subscription Accounts

We also may provide the Service through paid accounts, such as by offering a monthly or annual subscription, or through customised provision of services and payment terms. If you and we agree to do so, we will enter into a separate agreement with you, governed by an applicable further Order Form ("Order Form"). If you wish to enter into such an agreement, please contact us at support@verspa.ai. In addition (unless otherwise agreed to by you and us), the following will apply to any paid Service we provide to you:

Fees. You agree to pay to us the applicable fees (the "Fees") set forth in an Order Form signed by you, based on the timetable set forth in the Order Form. Fees applicable to any Renewal Term will be those in effect at the time of renewal, as notified via invoice, in-platform notification, email, or Order Form. No separate advance notice of fee changes is required beyond the issuance of a renewal invoice. For the avoidance of doubt, any time-limited discounts stated in an Order Form shall expire automatically at the end of the period specified, and fees shall revert to standard rates without further notice.

Authorised Payment Method. Customer authorises Verspa to charge the payment method on file for all Subscription Fees, Additional Features, and other charges incurred under this Agreement. Customer agrees to keep a valid payment method on file at all times and to notify Verspa immediately of any changes.

Disputes. You must raise any disputes regarding Fees within 60 days from receipt of the (first) applicable invoice. Any disputes not waived within that time period shall be deemed waived.

Payments. Invoices must be paid in full no later than thirty (30) days from the date on which they are received. Unpaid amounts are subject to a finance charge of 8% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable legal fees) that we may incur. We reserve the right to terminate service immediately where bills are more than sixty (60) days in arrears.

Taxes. You are responsible for all taxes associated with the Service other than taxes based on our net income.

Term and Renewal. The agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests non-renewal at least sixty (60) days written notice prior to the end of the then-current term. The subscription is on a per-seat basis and is for a single "seat" or user unless otherwise indicated in the Order Form. We may permit you (at our discretion) to increase the number of seats or users licensed to you during a term, in which case we will then begin to charge you at the new per-seat price. While you may (at our discretion) increase the number of seats during a term, you may not decrease the number of seats during a term: once you increase your per-seat licence, you will be charged on that per-seat basis through the remainder of a term. You may not seat-share or time-share: you may only permit one licence seat per individual user, at any given time.

Termination. In addition to any other remedies it may have, for our paid POC / Trial either party may also terminate this agreement upon thirty (30) days' written notice prior to the end of the POC / Trial period, (or without notice in the case of nonpayment) if the customer materially breaches any of the terms or conditions of this agreement. The customer agrees to pay immediately in full the full contracted value. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. If the POC / Trial written notice is not received the contract will continue to an annual contract on the terms listed here. For annual contract termination see clause 30.

Cancellation. For customers without an Order Form, you must cancel your subscription prior to 11:59 p.m. GMT on the day before your next recurring billing date in order to avoid being charged. Payments are non-refundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you may choose to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Advertising Fees. Customers will be charged an advertising spend handling fee of 15% of any advertising spend put through Verspa. This will be for all advertising spend on all paid media channels (Social, DSP, Programmatic, Video, Voice, Online).

Proprietary Rights: What We Own

As between you and Verspa, all rights, title, and interest in and to the Service, including without limitation patents, copyrights, trademarks, trade names, service marks, trade secrets, and other intellectual property rights, and any goodwill associated with the Service, are owned by Verspa. For instance, we own any design or product features inherent in the Service, such as the way that data is organised, curated, presented, and delivered, and any know-how or other intellectual property inherent in the way we create, provide, display, or make available the Service. The Verspa names and logos are trademarks of Verspa and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

These Terms of Service do not grant you any ownership right, title, or interest in any of the above. You therefore may not use the Output Data to create any derivative work, service, or product, and you may not resell or re-license the Output Data in any manner or form.

Restrictions on Use of Output Data

You agree not to use the Service or Output Data in certain ways. You agree not to use the Service or Output Data to:

• Violate any applicable laws (whether UK or international).
• Violate the UK's Privacy and Electronic Communications (EC Directive) Regulations 2003 or the General Data Protection Regulation (GDPR).
• Use the Output Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumed, advertise or promote adult services (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a "pump and dump" scheme).
• Defraud, deceive, or mislead anyone; communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar, or offensive; promote or engage in discrimination, racism, harassment, or hate speech against any individual or group; or threaten or promote violence.
• Where Verspa processes personal data on behalf of the Customer, the DPA applies and the Customer will ensure that all necessary and appropriate consents and/or notices are in place to enable lawful processing by Verspa of the personal data for the purposes of undertaking the Processor Activities.
• Customer may only process the personal data contained in the Licensed Materials in accordance with the Principles of the GDPR (Article 5) and for B2B marketing purposes. At a minimum, the Customer shall specify in its fair processing notice that Verspa is a source of personal data.
• Where the Customer or any of the Customer's offices are based outside of the European Economic Area or the United Kingdom, or a country that does not have adequate levels of protection, the Customer hereby instructs Verspa to transfer personal data to the Customer to provide the Services. Such data transfers shall be subject to the SCCs.
• Customer shall be solely responsible for compliance with the EU Privacy and Electronic Communications Directive 2002/58/EC, any anti-spam laws, and the UK Privacy and Electronic Communications (EC Directive) Regulations 2003 (each as amended, replaced or superseded from time to time) including national laws implementing such EC Directive.
• Each Party shall be responsible for its compliance with applicable data privacy laws when processing the personal data under this Agreement.

Restriction on Use of Email Services

The following practices are not permitted from our service and would be considered a violation of our policy. Please find below some examples. They are subject to change:

• Send from a group distribution email such as hello@ or marketing@, etc.
• Not include opt-out messages to any commercial emails or failing to comply with applicable laws.
• Use a fictional identity or a pseudonym or an alias to send emails.
• Send emails that generate an unacceptable level of bounces.
• Send emails that generate an unacceptable level of spam or complaints.
• Transmit material that contains or links to a virus, trojan horse, worm, or any malicious or harmful software program.
• Use Verspa's service in conjunction with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited emails or phone calls.

If you know or suspect anyone violating these policies, please notify us at support@verspa.ai. Verspa will determine compliance of this policy at its sole discretion.

Additional Restrictions on Use of the Service and Your Account

You also agree to certain restrictions on your use of the Service. You may not:

• Allow any other person to use your account, use any other person's account, or share your password or account credentials with any other person.
• Transmit information to or through the Service that is fake or fictitious.
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Access the Service in a way that exceeds your authority, such as by logging in to a server, account, or email network when you are not authorised to do so.
• Access the Service in an automated manner.
• Extract data from the Service in a way that exceeds our authorisation or violates these terms or other policies or restrictions we have implemented (whether such implementation is verbal or mechanical in nature). For instance, you may not use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents made available through the Service.
• Reverse engineer, decompile, or disassemble the Service (in whole or in part).

Special Terms for Use of Customer Personal Data of or Output Data About European Data Subjects

You may request and receive Output Data regarding data subjects who reside in the European Economic Area, Switzerland, or the United Kingdom ("European Data Subjects") (such as their name, job title, or contact information), which we refer to below as "European Output Data." If you do so, you agree that you will use the Output Data only in the following situations, in addition to complying with other consent or permission requirements set out in this Section:

• In order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database. For instance (simply to illustrate), if you possess a data file that reads [Jane Doe | Acme Computers | janedoe@Acme.com] you may use our Output Data to update that file to read [Jane Doe | Acme Computers Limited | janedoe@AcmeLimited.com].
• Pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of GDPR.
• For other purposes you have established are necessary to pursue your legitimate interests in the context of business-to-business relationships and in compliance with the GDPR and all other legal requirements. For instance, if you use the Output Data to contact actual or prospective business partners, you may need to obtain consent for "prospecting" by means of a telephone, fax machine, or email.

When you receive or use European Output Data, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You will obtain from each data subject (e.g., the persons in your customer database) all required consents (or establish another basis for processing the Output Data, if applicable), make available all required data subject rights, and otherwise comply with all provisions of the GDPR and other European data protection rules applicable to data controllers.

You also agree that you will not provide any Submitted Data to us regarding any European Data Subjects unless you have obtained legally sufficient consent to do so from the data subject of that Submitted Data.

To the extent that Verspa processes any Customer Personal Data (as defined in the Verspa Data Processing Agreement) that is subject to the General Data Protection Regulation (GDPR) or other applicable European data protection rules, on Customer's behalf, in the provision of the services hereunder, the terms of the Verspa Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union, the United Kingdom, Switzerland, or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Verspa, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply.

This Section supersedes and takes precedence over any separate agreement or terms that we may enter into with you, regarding any data licensed from you to us, or from us to you.

Required Consumer Consents and Permissions. In some countries or jurisdictions, additional consents, notices, and permissions may be required for certain types of marketing or processing of personal information. Customer understands that, while Provider seeks to comply with its own legal obligations, Provider has not obtained any rights or consents on Customer's behalf: therefore, to the extent that any law or regulation may require that Customer (in addition to Provider) provide notice or obtain consent in order to market to any person or process any person's personal data, Customer agrees that Customer shall obtain on Customer's own behalf such notices or consents.

Privacy Policy

You acknowledge the collection, use, disclosure, and other handling of information described in our Privacy Policy, which we may update from time to time.

We May Monitor the Service

We, or service providers working with us, may monitor the Service for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Service is being accessed and used. We will be the sole and final arbiter as to whether the Service is being misused or these Terms are being violated. If we believe you have violated these Terms (or any law), we may terminate your account and access to the Service and any Output Data immediately and without notice. In such a situation we also may seek civil, criminal, or injunctive relief, at its sole discretion and without obligation, to enforce this Terms of Service and the law.

Disclaimer of Representations and Warranties

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE ALONG WITH THE OUTPUT DATA IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF SERVICE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY VERSPA TO MODIFY THE SERVICE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF SERVICE. Some jurisdictions limit or don't allow the disclaimer of implied warranties, in those states, these warranties will be disclaimed only to fullest extent permitted by law.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICE, OUTPUT DATA OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY'S ENTITY'S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM RELATING TO THE SERVICE (EXCLUSIVE OF PAYMENT OR INDEMNIFICATION OBLIGATIONS) EXCEED THE TOTAL OF THE AMOUNT PAID BY EITHER PARTY TO THE OTHER DURING THE PRIOR 12 MONTHS. ADDITIONAL DISCLAIMERS BY VERSPA MAY APPEAR WITHIN THE SERVICE AND ARE INCORPORATED HEREIN BY REFERENCE.

TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE SERVICE OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY. Some jurisdictions restrict or do not allow the limitation of liability in contracts, and as a result, the contents of this section may not apply to you. In cases where such laws apply, the liability of the Verspa Entities shall be limited to the fullest extent permitted by law.

Arbitration, Class Action Waiver and Applicable Law

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Arbitration and Class-Action Waiver. You agree that these Terms of Service affect commerce and that the Arbitration Act 1996 governs the interpretation and enforcement of these arbitration provisions.

Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@verspa.ai, or we may contact you using the last available information we have for you.

Debt Recovery Exception. Nothing in this Section prevents Verspa from pursuing recovery of invoices, fees, or other contractual debts through lawful collection agencies or the courts.

Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with us, (2) these Terms of Service, (3) any other aspect of the Service. These Terms of Service are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Service are expressly excluded from this Section.

Governing Arbitration Rules. All claims subject to arbitration shall be finally settled by binding arbitration administered by the Chartered Institute of Arbitrators in accordance with the CIArb rules in effect at the time the arbitration is initiated, excluding any rules or procedures that would permit class actions or other representative actions. The arbitrator, and not any UK court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service, including but not limited to any claim that all or any part of these Terms of Service is void or voidable, or whether a claim is subject to arbitration, except that the arbitrator shall have no authority to find that a claim may proceed on a class basis or as part of another representative action: only a court may address disputes regarding the validity or enforceability of the Class Action Waiver section below. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

To start an arbitration, unless there are conflicting rules at www.ciarb.org, you must do the following: (A) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover. You may find a copy of a Demand for Arbitration at www.ciarb.org; (B) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to CIArb, 12 Bloomsbury Square, London, WC1A 2LP; and (C) Send one copy of the Demand for Arbitration to us at Verspa, Inc., c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States.

To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, we will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not seek more than £75,000. The arbitrator shall have the power to award any remedies available under applicable law, and the arbitrator shall award legal fees and costs to the prevailing party, except as prohibited by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United Kingdom, arbitration may take place at any reasonable location within the United Kingdom convenient for you. For residents outside the United Kingdom, arbitration shall be initiated in London, United Kingdom, and you and we agree to submit to the personal jurisdiction of any court in London to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND VERSPA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decision-maker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then the foregoing arbitration provisions shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

30-Day Right to Opt Out. You have the right to opt-out and not be bound by this version of this Section by sending written notice of your decision to opt-out to support@verspa.ai with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the first date on or after the Effective Date that you agree to any version of these Terms of Service that contains this version of this Section. If you do not opt-out, you will be bound to arbitrate disputes in accordance with the terms of this Section. You have the right to consult with counsel of your choice concerning this Section. You understand that you will not be subject to retaliation if you exercise your right to opt-out of coverage under this Section. If you opt-out of this Section, we also will not be bound by it in its disputes with you.

Changes to this Section. Verspa will provide (60) days' notice of any changes to this section. Changes will become effective on the sixtieth (60th) day and will apply prospectively only to claims arising after the sixtieth (60th) day. If a court or arbitrator (in either case, with the authority to make such a decision) decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from this Section and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section you agreed to.

Survival. This Section shall survive any termination of these Terms of Use.

Limitations to this Agreement to Arbitrate.

• Intellectual Property Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in court to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
• Small Claims Court. Notwithstanding the parties' decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court's jurisdiction.

Governing Law

The Terms of Service and the relationship between you and Verspa shall be governed in all respects by the laws of England and Wales, without regard to its conflict of law provisions. Any claim or dispute either of us may have against the other that is not subject to arbitration must be resolved by a court located in London, United Kingdom. We both agree to submit to the personal jurisdiction of the courts located within London for the purpose of litigating all such claims or disputes that are not subject to arbitration. The parties acknowledge that, notwithstanding that Verspa is incorporated in the State of Delaware, United States, the parties have elected English law and the English courts as the governing law and forum for all disputes not subject to arbitration.

Indemnification

You agree to indemnify and hold harmless Verspa, its directors, officers, employees, contractors, and agents, and its suppliers, licensors, and service providers, from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable legal fees and expenses (collectively, "Claims"), arising out of or in connection with: (1) Your use of the Website or Service; (2) Your breach of these Terms of Service; or (3) Your violation of any applicable law or the rights held by any third party. Verspa will have the right, but not the obligation, to participate through counsel of its choice in any defence by You of any Claims as to which You are required to defend, indemnify, or hold harmless Verspa. You may not settle any Claims in a manner that may impose any obligation upon Verspa, without our prior written consent. The members of Verspa's corporate family, and the agents, partners, employees, contractors, and advertisers of them and of Verspa, are third-party beneficiaries of this paragraph. Other than them, there are no other third-party beneficiaries of the Terms of Service.

Other

Complete Agreement and Understanding. These Terms of Service are the entire and exclusive understanding and agreement between us and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such a topic, provided that any express modification in an Order Form shall govern and supersede any conflicting provision in these Terms. If we (or you) don't enforce any part of these Terms, it won't be considered a waiver.

Our Relationship With You. The relationship between you and us is that of independent contractors, and nothing in these Terms of Service shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.

Assignment and Waiver. Verspa may assign these Terms at its discretion. You may not assign, sublicense, or transfer these Terms (or our licence grant to you herein) in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

All telephone calls to and from Verspa and its subsidiaries are recorded for training, compliance, and contractual purposes.

Account Security

We make no representations or promises regarding security. Despite our security efforts, it is possible that unauthorised individuals will obtain your information, such as through web-scraping tools (even though we do not authorise and in fact prohibit that behaviour).

• Customer users are responsible for accessing the Company network, systems, or applications only through encrypted connections.
• Customer users are responsible for maintaining up-to-date OS (operating system) patching and active antimalware on the end-user devices used to connect to the Company environment.
• Customers are responsible for ensuring that all terminated employees have their access revoked to the Company application within 24 hours of termination.
• Customers are required to notify the Company within 72 hours of security incidents that could have implications to the Company (e.g., Company application user with compromised credentials, stolen laptop of a Company user, partner network compromise including malware worm or ransomware, etc.)
• Customer users are responsible for keeping user IDs and passwords used to access Company systems confidential at all times. Customer agrees to keep Company Intellectual Property and proprietary information confidential.

Verspa runs a vulnerability discovery program. If you suspect there are any vulnerabilities with our services, please reach out to support@verspa.ai and we will look into those for you.

Linked Services

The Service may contain links to, or even reside on, third-party websites and services that are not owned or controlled by us. The Service may sometimes make available embedded links or content from such services, such as for promotions or information hosted by a third-party website. We do not assume responsibility for any such third-party websites, services, or content. If you view, access, or otherwise interact with any such websites, services, or content, you do so at your own risk and you agree that we have no liability arising from such access.

Severability

If any provision of these Terms is determined by a court to be invalid, illegal, or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable, and distinct from each other.

Force Majeure

Neither party to these terms will be deemed responsible or liable for its failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond its control, such as where caused by strikes or labour disputes, internet or telecommunications failures, shortages of or inability to obtain labour, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties, and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

Understanding

Quotes. These are based on our knowledge and understanding of THE CUSTOMER'S requirements. If as a result of any scoping or specification which Verspa or its appointed agents may undertake or by any other means we become aware that THE PROJECT to be delivered varies significantly from the prevailing understanding, we will inform THE CUSTOMER at the earliest reasonable opportunity. Any such variations may affect the scope delivery schedule and or cost of THE PROJECT. In the event that a quote is made and accepted but the briefing did not specify fully the type or level of work required Verspa reserve the right to notify THE CUSTOMER accordingly and to charge for additional work done which was not indicated in the original briefing given.

Sketches and Comps. Fees quoted for THE PROJECT do not include any PRELIMINARY DESIGNS, REVISIONS, layered digital files (Adobe Photoshop and Illustrator raw files), and mock-ups.

Final Work. Fees quoted for THE PROJECT include one set of FINAL WORK in the requested format. A CD of the originating document (Quark Express, Adobe InDesign, and support files (flattened and outlined Adobe Photoshop and Illustrator files saved as .eps .tif .jpg) can be provided at an additional cost, POA. Changes to FINAL WORK of THE PROJECT once signed off will be provided at an additional cost, POA, based on the extent and complexity of the changes.

Overtime. Fees quoted for THE PROJECT are based upon work performed during the course of regular working hours (based on a 37.5-hour week). Overtime, rush, holiday, and weekend work necessitated by THE CUSTOMER directive is billed in addition to the fees quoted at £150 per hour or a mutually agreed upon, POA.

Billable Items. In addition to the fees and costs estimated for THE PROJECT, costs incurred for outside services (POA), messengers, and courier services are billable. Travel expenses are billed according to cost. For all other additional billable items please refer to our rate card.

Purchasing. All purchases made on THE CUSTOMER'S behalf will be billed to THE CUSTOMER. In all cases, such prices will reflect a markup. Charges for VAT, insurance, storage, and shipping and handling are additional to the price of each purchase. In the event that THE CUSTOMER purchases materials, services, or any items other than those specified by Verspa, Verspa is not liable for the cost, quality, workmanship, condition, or appearance of such items.

Project Communication. In the course of THE PROJECT, Verspa will remain in contact with THE CUSTOMER regarding edits, revisions, and scheduling. If THE CUSTOMER fails to provide necessary feedback to Verspa regarding any edits and/or revisions within 28 days, THE PROJECT may be subject to termination and placement in our STALE DATED database. Any STALE DATED project is subject to a reactivation and unarchiving fee. This fee is at the sole discretion of Verspa. Any work produced by Verspa for THE PROJECT will be billable at this time and all artwork, designs, edits, revisions, and work products created in THE PROJECT remain the exclusive copyright and intellectual property of Verspa.

Term of Quote. The information contained within quotes is valid for 30 days. Quotes approved and signed by THE CUSTOMER are binding upon Verspa and THE CUSTOMER beginning on the date of THE CUSTOMER'S signature.

Going ahead with a project and starting work without a physical signature acts as an agreement in principle and is binding to these terms and conditions.

Ordering

Acceptance. THE CLIENT will be deemed to accept the price quoted by Verspa on placing of an order.

Authorisation. THE CLIENT agrees that it authorises its representatives whether employees, agencies, or others to place orders on its behalf. Verspa is entitled to believe that employees and/or agencies acting on behalf of THE CLIENT from whom it has previously accepted orders shall be deemed an authorised representative of THE CLIENT whether notified in writing or otherwise. In the event that such persons are no longer authorised to place orders THE CLIENT agrees to notify Verspa in writing at least 4 weeks before authorisation ceases and takes over any authorisations made by such person. For clarity, all persons and agencies from whom Verspa have previously accepted orders are regarded as authorised persons unless otherwise informed as outlined above.

Approval. THE CLIENT will be required to proof all work produced by Verspa and give approval for it to go to the next phase/stage or production. Verspa will also proof all work, but if there are any mistakes such as typos, Verspa will not be held responsible for any costs.

Purchase Order Numbers. Where THE CLIENT operates a specified ordering system it agrees to notify Verspa of the relevant details at the time orders are placed. It agrees to provide Verspa with all the relevant details to enable Verspa to comply with the system. Similarly, if THE CLIENT subsequently introduces a new or revised ordering system it agrees to notify Verspa in writing immediately. In the event that THE CLIENT does not notify Verspa of any such new system, Verspa is entitled to regard orders placed or in the system as being subject to the same ordering system previously in operation. THE CLIENT may not use a failure by Verspa to comply with an ordering system for work that Verspa has undertaken in good faith as a reason for withholding payment.

Acceptance of THE PROJECT. THE CLIENT will be deemed to accept FINAL WORK, printed material, or goods for THE PROJECT unless it notifies Verspa within 7 days of receipt that it is unacceptable. Such notification must be in writing setting out clearly the reasons why the work is unacceptable. THE CLIENT agrees not to use work it has deemed unacceptable but to return it immediately to Verspa and to destroy all copies except those needed for the purpose of pointing out what is unsuitable. In the event of THE CLIENT deeming the work provided by Verspa as unacceptable, Verspa, if in agreement, reserve the right to be given 28 days to redo the work.

Intellectual Property

Copyright. Any material or systems or software created by Verspa or its agents remain the copyright of Verspa or its agents respectively and may not be commercially reproduced or re-sold unless by prior agreement with Verspa.

Transfer of Copyright. Unless specified otherwise, Verspa retains the ownership of copyright. Otherwise in an agreement in writing prior to the commencement of THE PROJECT, upon full payment of all fees and costs for THE PROJECT, Verspa agrees to transfer the ownership of copyright to the client (if applicable). Verspa retains the right to utilise ANY artwork, designs, edits, revisions, and work product from THE PROJECT in advertising, promotion, and other display such as on the Verspa website and other Verspa assets. All artwork, designs, edits, revisions, and work product created in THE PROJECT (other than the FINAL work accepted by THE CLIENT) remain the exclusive copyright and intellectual property of Verspa. Any use of this work project by THE CLIENT and/or their assigns is strictly prohibited without written, prior permission by Verspa.

Ownership of Files. Unless specified otherwise, Verspa retains ownership of all files relating to THE PROJECT. These shall be kept for a minimum of 12 months by Verspa and will be archived after 3 months after completion of THE PROJECT (unarchiving fee will apply if files needed for a new fee).

Copyright Infringements. Verspa is not responsible for any copyright infringements caused by or relating to materials provided by THE CLIENT or its agents. Verspa reserves the right to refuse acceptance of any material over which copyright may apply unless adequate proof is provided to us of the right to use such material.

Confidentiality

Ownership of Information. All trade or professional information other than information in the public domain given to any of the parties or their respective employees by the other shall remain the property of the party giving that information. Each of the parties agrees to use all reasonable means to prevent the disclosure of any trade or professional information not in the public domain to any third party or to any of its employees or agents other than that required to carry out THE PROJECT. Verspa or its agents shall not be liable for any loss or consequence arising from the disclosure of any information provided by THE CLIENT its agents or third parties for the purpose of carrying out or becoming incorporated into THE PROJECT where THE PROJECT is intended for publication.

Termination Policy

This Agreement will continue for the Initial Term as outlined in the applicable Order Form, until otherwise terminated as set forth herein.

Upon expiration of the Initial Term this Agreement shall automatically renew for successive periods each equal to the Initial Term (each a "Renewal Term").

During the Initial Term and any Renewal Term, either Party may terminate this Agreement on at least sixty (60) calendar days written notice to the other Party. The Customer's notice to terminate shall expire at the end of the Initial Term or any Renewal Term then in effect. If Customer fails to provide timely written notice of non-renewal, Verspa reserves the right to charge the payment method on file at any time following the expiry of the opt-out period and up to the renewal date.

Verspa may terminate this Agreement immediately upon written notice if the Customer materially breaches any provision of this Agreement and does not cure such breach within thirty (30) calendar days from written notice of such breach. Customer may also terminate this Agreement upon thirty (30) days written notice to Verspa for material breach, where Verspa does not cure such breach within thirty (30) calendar days from written notice. The Customer can exercise the right to terminate under this Clause provided that the fees for the Initial Term are paid in their entirety.

Upon termination of this Agreement for any reason and except as otherwise provided hereunder, Customer shall immediately cease use of the Licensed Materials and Services and all licences granted under this Agreement with respect to such Licensed Materials and Services shall expire. Customer shall immediately pay any fees due and payable under this Agreement. Except as necessary to comply with applicable law, each Party will promptly return to the other or destroy, as requested by the disclosing Party, all of the other Party's applicable Confidential Information within its possession or control and will certify in writing, if requested, that it has complied with its obligations to return or destroy all such Confidential Information.

The Customer will permanently delete any data extracted from the Licensed Materials and all copies thereof, including hard copies and electronic form copies, within thirty (30) days of the termination date.

Upon three (3) days' written notice, Verspa may suspend Customer's access to the Services or Licensed Materials if Customer's use of the Services or Licensed Materials violates the terms of this Agreement and Customer fails to cure any such violation prior to the expiration of such three (3) day period.

Any work produced by Verspa for THE PROJECT will be billable at the time of termination and all artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of Verspa.

Verspa may terminate THE PROJECT if THE CLIENT fails to pay any sum due pursuant to the contract within seven days of the final due date provided that written notice has been supplied. All artwork, designs, edits, revisions and work product created in THE PROJECT remain the exclusive copyright and intellectual property of Verspa.

Licence / Subscriptions / Fees

Customer shall pay all fees stated in the applicable Order Form (the "Total Price"). The fees stated in the Order Form exclude VAT and any applicable sales or use taxes. All Subscription Fees are payable according to the payment terms set forth in the Order Form, however if no time is specified, then such Subscription Fees shall be payable within 30 days of Customer's receipt of the invoice. All amounts shall be payable without any tax withholdings or deductions.

If Customer fails to make timely payment on any undisputed Subscription Fees, in addition to any other rights or remedies of Verspa:

• Interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
• Verspa reserves the right, upon thirty (30) days' written notice to Customer of any undisputed, past-due Subscription Fees, to withhold or suspend Customer's access and use of the Licensed Materials and Services until all undisputed past-due payments are made.

Verspa shall be entitled to increase the Subscription, without notice to the Customer, on each anniversary of the Effective Date as outlined in the Order Form.

Verspa shall be entitled to increase the Subscription Fees to the original price without discount (100% list price), without notice to the Customer, on each anniversary of the Effective Date as outlined in the Order Form.

Schedule of Payment. Based on regular billing periods (yearly, half-yearly, quarter, bi-monthly, monthly, weekly, daily, hourly) or based per line item or service purchased.

All paid invoices are non-refundable and under no circumstances will a refund be issued on a paid invoice.

Payment of our invoices by the customer is due ON THE date shown on the invoice unless agreed otherwise.

Late Payment Penalties. If any sum payable to Verspa in relation to this agreement is in arrears for more than 28 days after the due date then Verspa reserves the right without prejudice to any other right or remedy to charge a fixed charge of £500 (debt under £10,000), £1,000 (debt under £50,000), £2,000 (debt over £50,000) plus interest at 8% over the Barclays base lending rate calculated on a day-to-day basis from the original due date until paid in full.

Ownership of Goods. All goods material and equipment provided by Verspa under this agreement shall remain the property of Verspa.

Payment by Non-UK Based Companies. Any bank charges associated with payment is to be met by THE CLIENT and not Verspa.

Governing Laws

These TERMS AND CONDITIONS shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts. The parties acknowledge that Verspa, Inc. is a Delaware C Corporation but expressly agree that English law and the English courts shall govern.

Errors and Omissions Excepted (E&OE)

Whilst all care has been taken in the preparation of this quotation, unintentional errors or omissions can sometimes occur. Verspa reserves the right in such circumstances to withdraw the quotation, or submit a revision.

Customer Responsibilities

The Customer is responsible for supplying adequate, assets, artwork, information, contact list data and brief to ensure activity can be maintained efficiently.

All non-generic technical training remains the responsibility of the client and must be coordinated via your contact at Verspa.

Verspa's Customer to invest time in designing the copy for the email confirmation to ensure satisfied with the content and commitment from prospects replying to the email.