Universal Terms of Vroom™ Service for Clients

This Agreement ("Agreement") is by and between Versive LLC ("Versive") and Client, Client’s heirs, agents, successors and assigns ("Client"). This Agreement sets forth the terms and conditions of Client’s use of Versive software (“Software”) and Versive services (“Services”) and explains Versive ’s obligations to Client and Client’s obligations to Versive in relation to the Software and Services Client purchases.

Client agrees that use of any login credentials assigned to Client in relation to Software or Services constitutes electronic execution of this Agreement and that such execution is effective as of the first use of any of Client’s login credentials to access Vroom services online.

This Agreement as well as any additional Versive policies, together with all modifications thereto, constitute the complete and exclusive agreement between Client and Versive concerning Client’s use of Vroom’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Versive policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By purchasing Versive’s Software or Services, Client acknowledges that Client has read, understood, and agrees to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Versive may establish from time to time, and any agreements that Versive is currently bound by or will be bound by in the future. Client may view the latest version of this Agreement online.

In addition to transactions entered into by Client on Client’s behalf, Client also agrees to be bound by the terms of this Agreement for transactions entered into on Client’s behalf by anyone acting as Client’s Agent, and transactions entered into by anyone who uses Client account(s) established with Versive, whether or not the transactions were on Client’s behalf.

This Agreement is the sole, common and identical Agreement between Versive and all Vroom Clients. Any variation of terms between Clients are limited to specific functionality or uptime commitments, hereafter “Service Level Provisions” or pricing terms, hereafter “Pricing”, and such variations are expressed only in attachments “Attachment A: Service Level Provisions” and “Attachment B: Pricing” and any ambiguities, conflicting provisions or terms, whether perceived or proven, shall be resolved in favor of this superseding Agreement.

Description of Service

Versive currently provides one or more web-related hosting and content management services, collectively marketed under the service mark “Vroom”, to its customers for a recurring fee. Versive will provide Client specific web-related hosting and content management services, hereafter “Vroom Services” detailed in Attachment A, in consideration of the payment terms in detailed in Attachment B.

Availability of Services

Subject to the terms and conditions of this Agreement, Versive shall use commercially reasonable efforts to provide the Vroom Service on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. Client agrees that from time to time the Vroom Service may be inaccessible or inoperable for any reason, including, without limitation: equipment malfunctions; periodic maintenance procedures or repairs that Versive may undertake from time to time; or causes beyond the control of Versive or that are not reasonably foreseeable by Versive, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

Client further agree that the availability of the Vroom Services may be inaccessible during periods of time and that Versive has no control of availability of the Vroom Services on a continuous or uninterrupted basis.

Client agrees that the sole restitution for any availability of service interruptions, real, imagined or disputed, shall be time credited towards additional Vroom Service and per the terms detailed in Attachment A.

Backup to Client

Versive shall use commercially reasonable efforts to backup and or maintain operational data redundancy for all Vroom operational data, including all Client Web Content.

Versive may offer additional features and add on services such as a Network Backup to Client option. Client acknowledges and agrees that purchasing such additional features and add on services may require additional down time to install and maintain. Client further acknowledge and agree that in utilizing the Network Backup to Client option, Client shall be subject to a maximum disk usage and bandwidth usage as identified by Versive in “Attachment A: Service Level Provisions”. Subject to the terms and conditions of this Agreement, Versive shall use commercially reasonable efforts to provide Network Backup to Client services on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. Client acknowledges and agrees that from time to time the Network Backup to Client services may be inaccessible or inoperable for any reason, including without limitation: equipment malfunctions; periodic maintenance procedures or repairs that Versive may undertake from time to time; or causes beyond the control of Versive or that are not reasonably foreseeable by Versive, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

Client Web Content

Client shall be solely responsible for providing, updating, uploading and maintaining Client’s web-related content and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Client’s utilization of Vroom Services (hereafter “Client Web Content”) including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages of any kind, meta tags, domain names, software, database entries, formatted data, digital files of any kind and text. Client’s Web Content shall also include any registered domain names provided by Client or registered on behalf of Client in connection with the Vroom Services.

Intellectual Property Obligations

Client represents and warrant to Versive that: Client’s content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person and that Client owns Client’s content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within Client’s server account. If Client’s web site includes GIF images Client must ensure that Client’s GIF images are licensed with Unisys or were created with Unisys Authorized Software. Client also represents and warrants that Client Web Content shall not be used in connection with any illegal activity.

Information Shared with Partners

As a condition of purchasing and using Vroom Service(s), Client acknowledges and agrees that Versive may provide Client’s personal information to their partners, as required to provide the Service Level Provision the Client is purchasing or for any reason deemed requisite by Versive to maintain or improve security or web application features.

Storage and Security

At all times, Client shall bear full risk of loss and damage to all of Client’s Web Content. Client is entirely responsible for maintaining the confidentiality of Client’s password and account information. Client acknowledges and agrees that Client are solely responsible for all acts, omissions and use under and charges incurred with Client’s account or password or in connection with the server or any of Client’s server content displayed, linked, transmitted through or stored on the server. Client shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Client’s server content; (ii) maintain independent archival and backup copies of Client’s server content; (iii) ensure the security, confidentiality and integrity of Client’s server content transmitted through or stored on Versive servers; and (iv) ensure the confidentiality of Client’s password. Versive LLC servers and storage mechanisms and Vroom Services are not an archive and Versive shall have no liability to Client or any other person for loss, damage or destruction of any of Client’s Web Content.

In the event Client terminate this Agreement or Client’s use of the Vroom Services, then moving Client’s server content off of the Versive dedicated servers is Client’s responsibility. Versive will not transfer or FTP Client’s server content to another provider. In the event Client’s use of the Vroom Services is terminated, Versive will not transfer or manage Client’s Vroom Services or Client’s server content.

Term of Agreement; Modifications

Client agrees that Versive may modify this Agreement and the Services from time to time. Client agrees to be bound by any changes Versive may reasonably make to this Agreement when such changes are made. If Client has purchased Services or Software from Versive, the term of this Agreement shall continue in full force and effect as long as Client takes advantage of and uses the Software or Services. In the event Client terminates Client’s usage, Versive will not refund any amounts Client has paid. Client agree that Versive shall not be bound by any representations made by third parties who Client may use to purchase Services from Versive, and that any statement of a general nature, which may be posted on Vroom’s Web site or contained in Vroom’s promotional materials, will not bind Vroom. Versive may, at times, offer certain promotions with different charges and features.

Client agrees that Client will be responsible for notifying Versive should Client desire to terminate Client’s use of Versive's Services. Notification of Client’s intent to terminate must be provided to Versive no earlier than 30 days prior to Client’s billing date but no later than three days prior to Client’s billing date.

Accurate Information

Client agrees to maintain accurate information by providing updates to Versive, as needed, while Client is using Vroom’s Services. Failure by Client, for whatever reason, to respond within five (5) business days to any inquiries made by Versive to determine the validity of information provided by Client will constitute a material breach of this Agreement.

Client agrees that Versive may use and rely on any such information provided by Client for all purposes in connection with Client’s Services, subject to Vroom’s Privacy Policy. If Client provides any information that is inaccurate, not current, false, misleading or incomplete, or if Versive has reasonable grounds to suspect that Client’s information is inaccurate, not current, false, misleading or incomplete, Versive has the absolute right, in its sole discretion, to terminate its Services and close Client’s account.

Privacy

Client can view Vroom’s Privacy Policy here, which is incorporated herein by reference, as it is applicable to all Company Software and Services. The Privacy Policy provides Client’s rights and Company’s responsibilities with regard to Client’s personal information. Company will not use Client’s information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.

Account Security

Client agrees Client is entirely responsible for maintaining the confidentiality of Client’s password and account information. Client agrees Client is entirely responsible for any and all activities that occur under Client’s account. Client agrees to notify Versive immediately of any unauthorized use of Client’s account or any other breach of security. Client agrees Versive will not be liable for any loss that Client may incur as a result of someone else using Client’s password or account, either with or without Client’s knowledge. Client further agrees Client could be held liable for losses incurred by Versive or another party due to someone else using Client’s account or password. For security purposes, Client should keep account access information in a secure location and take precautions to prevent others from gaining access to Client’s user name and password. Client agrees that Client will be responsible for all activity in Client’s account, whether initiated by Client, or by others on Client’s behalf, or by any other means. Versive specifically disclaims liability for any activity in Client’s account, whether authorized by Client or not.

No Unlawful Conduct or Improper Use

As a condition of Client’s use of Versive ’s Software and Services, Client agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and Client agrees to comply with any applicable local, state, federal and international laws, government rules or requirements. Client agrees Client will not be entitled to a refund of any fees paid to Versive if, for any reason, Versive takes corrective action with respect to Client’s improper or illegal use of its Services.

Versive reserves the right at all times to disclose any information as Versive deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Versive 's sole discretion.

If Client has purchased Services, Versive has no obligation to monitor Client’s use of the Services. Versive reserves the right to review Client’s use of the Services and to cancel the Services in its sole discretion. Versive reserves the right to terminate Client’s access to the Services at any time, without notice, for any reason whatsoever.

Versive reserves the right to terminate Services if Client’s usage of the Services results in, or is the subject of, legal action or threatened legal action, against Versive or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Versive may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.

Except as set forth below, Versive may also cancel Client’s use of the Services, after thirty (30) days, if Client is using the Services in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Client conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm minors in any way.

Client may not use Vroom Services as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and Versive reserves the right to remove sites that contain information about hacking or links to such information. Use of Client’s server account as an anonymous gateway is prohibited, as is Client’s use of the Vroom Services to restrict or inhibit any other user from using and enjoying the Internet. Client acknowledges and agrees that Versive has the right to remove or disable access to Client’s Web Content temporarily or permanently if Versive determines in its sole discretion that Client Web Content threatens the stability of its network.

Client agrees not to engage in unacceptable use of any of the Vroom Services, which includes, without limitation, use of the Vroom Services to: disseminate or transmit unsolicited messages, chain letters or unsolicited commercial email; disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which Client do not have authorization to access or at a level exceeding Client’s authorization; disseminate or transmit any virus, Trojan horse or other malicious, harmful or disabling data, work, code or program; engage in any other activity deemed by Versive to be in conflict with the spirit or intent of this Agreement or any Versive policy; or use Client’s server as an "open relay" or similar purposes.

Versive prohibits the running of a public recursive DNS service on any Versive server. All recursive DNS servers must be secured to allow only internet network access or a limited set of IP addresses. Versive actively scans for the presence of public DNS services and reserves the right to remove any servers from the network that violate this restriction.

Client is responsible for ensuring that there is no excessive overloading of Versive’s DNS system or servers. In the event that Client exceeds reasonable allotted bandwidth, as determined from time to time at Versive’s sole discretion, and thereby overload Versive’s DNS or servers, Client shall be assessed any and all fees, costs and penalties associated with such overloading.

Notwithstanding anything to the contrary herein, in the event Versive cancels Client’s Services during the first thirty (30) days after Client purchase the Services, Client will receive a refund of any fees paid to Versive in connection with the Services being canceled. In the event Versive deletes Client’s Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. Client agrees Client will not be entitled to a refund of any fees paid to Versive if, for any reason, Versive takes corrective action with respect to Client’s improper or illegal use of its Services.

No Spam; Liquidated Damages

Client agrees Versive may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then Client agrees to pay Versive liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Client’s account, otherwise Client agrees to pay Versive 's actual damages. Client acknowledges Client have read and understand and agree to be bound by the terms and conditions of Vroom’s Anti-spam Policy, available here. Such terms and conditions are applicable to the use of all Versive Software and Services and are incorporated herein.

Intellectual Property

Client agrees that Versive or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. Client acknowledges that no title or interest in such Intellectual Property Rights is being transferred to Client and Client agrees to make no claim of interest in any such Services or Software.

Client understands and agrees that all content and materials contained in this Agreement, other policies, the Versive Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Versive or its licensor expressly reserves its rights in and to all such content and materials. Client further understands and agrees that Clients are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Versive or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to Client or conferred upon Client by this Agreement or otherwise.

Use of Versive or Versive Licensed Software

If Client has licensed software from Versive for installation on hardware not owned and or operated by Versive, Versive grants Client a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. Clients are free to use the software on any computer, but not on two or more computers at one time.

Clients agree to not alter or modify the Software. Client agrees Client is not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor is Client authorized to integrate any plug-in or enhancement which uses or relies upon the Software. Client further agrees not to reverse engineer, decompile or otherwise attempt to uncover the source code.

Versive reserves all rights to the Software. The Software and any copies Client is authorized to make are the intellectual property of Vroom. The source code and its organization are the exclusive property of Versive and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant Client any rights in the Software and all rights are reserved by Vroom.

Versive provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.

Fees and Payment

As consideration for the Software or Services purchased by Client and provided to Client by Versive, Client agrees to pay Versive at the time Client orders unless indicated otherwise in the Pricing attachment to this agreement. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Client’s Services are suspended, terminated, or transferred prior to the end of the Services term. Versive expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by Client by providing either a company check, personal check or via PayPal to the account dave@versive.com, these forms of payment described hereafter as “Payment Method”.

Versive will automatically renew Client’s Services when they come up for renewal and will send Client an invoice at that time for fees due at Versive’s then current rates. Versive will typically and at its sole discretion provide a 30 day grace period for any portion of payment not received on the renewal date.

If for any reason Versive is unable to charge Client’s Payment Method for the full amount owed Versive for the Services provided, or if Versive is charged a penalty for any fee it previously charged to Client’s Payment Method, Client agrees that Versive may pursue all available remedies in order to obtain payment. If Client pays by credit card and if for any reason Versive is unable to charge Client’s credit card with the full amount of the Services provided, or if Versive is charged back for any fee it previously charged to the credit card Client provided, Client agrees that Versive may pursue all available remedies in order to obtain payment. Client agrees that among the remedies Versive may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to Client of any services registered or renewed on Client’s behalf. Versive reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to Client. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties Client has elected to use as payment methods and disputes that require legal services. These charges will be billed to the Payment Method we have on file for Client. Client may change Client’s Payment Method at any time by logging into Client’s Account Manager.

Client agrees that Client is solely liable for arranging that Client’s Services are renewed, and that Versive shall not be liable to Client or any third party if it is unable to charge Client’s Payment Method in order to renew Client’s Services.

Payment by Check

The checking account used by Client as the Payment Method must be at a financial institution in the United States, and the check must be payable in U.S. dollars.

It is Client’s responsibility to keep Client’s checking account current, and to have available funds in it. Client agrees that Versive and its agents will not be responsible for payments that fail to go through as a result of Client’s checking account no longer existing, or holding insufficient funds. If for any reason Versive or its agents is unable to withdraw the full amount owed for the Services provided, Client agrees that Versive’s agents and or Versive may pursue all available remedies in order to obtain payment. Client agrees that if the EFT or bank draft is returned unpaid, Client will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Client’s account using an EFT or bank draft.

The check may not be for less than the full amount required at that time. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks may be delayed up to fourteen (14) days until the money is credited, which may delay Client’s usage of the Software or Services.

Payment by PayPal

By using Vroom’s pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal Client can purchase Versive Software and Services using PayPal. In consideration for the Software and Services purchased by Client and provided to Client by Versive, Client agrees to allow PayPal to debit the full amount of this transaction from Client’s PayPal account balance or the Preferred Funding Source Client established with PayPal, which is non-refundable.

It is Client’s responsibility to keep Client’s PayPal Account current, and to have available funds in it. Client agree that PayPal and Versive will not be responsible for payments that fail to go through as a result of Client’s Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, Client agree that PayPal and Versive may pursue all available remedies in order to obtain payment. Client agree that if the transaction is returned unpaid, Client will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Client’s account by PayPal or charged to Client’s Preferred Funding Source.

By clicking the box labeled “I agree” to the terms of the Pay by PayPal terms, Client authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and Client authorize a debit of THE FULL AMOUNT of Client’s order from Client’s PayPal Account or Preferred Funding Source.

Representations and Warranties

Client, or the individuals who electronically execute this Agreement on behalf of Client hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. Client represents and warrants that Client is 18 years of age or older, or that Client has an agent authorized by law to represent Client who is 18 years of age or older who is entering into this Agreement on Client’s behalf. Client warrants that each action Client makes is being done so in good faith and that Clients have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

Versive expressly reserves the right to deny, cancel or transfer any service or software license agreement that it deems necessary, in its discretion, to protect the integrity and stability of its operations, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Versive, as well as its affiliates, subsidiaries, officers, directors and employees. Versive also reserves the right to freeze service or software licenses during resolution of a dispute.

Limitation of Liability

IN NO EVENT SHALL VERSIVE BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES CLIENT’S INABILITY TO USE THE SOFTWARE OR SERVICES, CLIENT’S LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF VERSIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Vroom’s liability is limited to the full extent permitted by law. Client agrees that in no event shall Versive’s maximum aggregate liability exceed the total amount paid to Versive by Client for the particular Software or Service in dispute.

Disclaimer of Warranties

Versive expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. Versive makes no warranty that its services will meet Client’s requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Versive does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to Client.

Indemnification

Client agree to defend, indemnify and hold harmless Versive and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Client’s (including Client’s agents affiliates, or anyone using Client’s account, software or services with Versive whether or not on Client’s behalf, and whether or not with Client’s permission) use of the Software or Services Client purchased from Versive or Client’s breach of this Agreement or incorporated agreements and policies. In addition, Client agrees to indemnify and hold Versive harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by Client, or any allegation that Client’s account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of Client elsewhere. Should Versive be notified of a pending law suit, or receive notice of the filing of a law suit, Versive may seek a written confirmation from Client concerning Client’s obligation to indemnify Vroom. Client’s failure to provide such a confirmation may be considered a breach of this agreement. Client agrees that Versive shall have the right to participate in the defense of any such claim through counsel of its own choosing. Client agrees to notify Versive of any such claim promptly in writing and to allow Versive to control the proceedings. Client agrees to cooperate fully with Versive during such proceedings.

Client also agrees that if Versive is notified that a complaint has been filed with a governmental, administrative or judicial body, that Versive, in its sole discretion, may take whatever action Versive deems necessary regarding further modification, assignment of and/or control of Client’s account, services or licensed software to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

Governing Law, Venue; Waiver of Trial by Jury

This agreement shall be deemed entered into in the State of Illinois. Client agrees that the laws and judicial decisions of Cook County, Illinois, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. Client agrees that any action relating to or arising out of this Agreement shall be brought in the courts of Cook County, Illinois.

Client agrees to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

Notices

Client agrees that all notices (except for notices concerning breach of this Agreement) from Versive to Client may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address Client has on file with Vroom. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from Client to Versive shall be made either by email, sent to the address provided on the Versive Web site, or first class mail to Versive’s address at:

Versive, Attn: Legal Counsel, 2426 N Bernard, Chicago, IL 60647

Headings

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

Entire Agreement

Client agrees that this Agreement including the policies and agreements it refers to (i.e. Pricing Attachment) constitute the complete and only Agreement between Client and Versive regarding the Vroom Services and/or software contemplated herein.

Severability

Client agrees that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

Waiver

The failure of Versive to enforce any of the provisions within this Agreement or its incorporated agreements and policies against Client or others shall not be construed to be a waiver of the right of Versive thereafter to enforce such provisions.

Force Majeure

Versive will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. Client agrees not to hold Versive liable for any of the consequences of such interruptions.

Survival

The following sections of this agreement:

• “Term of Agreement; Modifications”
• “Intellectual Property”
• “Representations And Warranties”
• “Disclaimer of Warranties”
• “Indemnification”
• “Governing Law, Venue; Waiver of Trial By Jury Notices”
• “Headings”
• “Entire Agreement”
• “Severability”
• “Waiver”
• “Force Majeure”
• “Survival”

shall survive any termination or cancellation of this Agreement.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.