Vertascend Terms and Conditions

Last Updated: May 18, 2025

These Terms and Conditions (the "Agreement") govern the relationship between you ("Client," "you," or "your") and Vertascend, a division of Innovative Retail Group, ("Vertascend," "we," "us," or "our"). By accessing or using our platform, products, services, or data offerings, you agree to be bound by the terms of this Agreement.

1. Services and License

Vertascend grants you a limited, non-transferable, non-exclusive license to use the data products and services for the specific marketing and analytics purposes described in your Service Order. This license permits you to:

- Access and use verified buyer data for your marketing campaigns

- Utilize our platform to manage your audience targeting

- Sync audience data with authorized platforms (e.g., Meta)

- Receive lead information via email as specified in your subscription

All data must be used in accordance with authorized use cases and this Agreement.

2. Data Use Restrictions

You agree not to:

- White-label, resell, or redistribute Vertascend data to third parties

- Share data with unauthorized third parties

- Use the data for purposes involving credit decisions, employment eligibility, insurance eligibility, tenant screening, or any illegal marketing purposes

- Discriminate against protected classes or use data in violation of applicable laws

- Attempt to reverse engineer, decompile, or otherwise attempt to extract the source code of our platform or services

- Use the data in any manner that violates this Agreement or applicable laws

3. Confidentiality
Each party agrees to protect the other party's confidential information with at least the same degree of care as it protects its own confidential information, but in no event less than reasonable care. Confidential information includes, but is not limited to:

- Data, algorithms, and methodologies

- Business strategies and marketing plans

- Pricing and financial information

- Proprietary technology and processes

- The terms of this Agreement and any Service Orders

Neither party will disclose confidential information to any third party except as required by law or as necessary to fulfill the purposes of this Agreement. These confidentiality obligations survive termination of this Agreement.

4. Data Compliance

You agree to comply with all applicable data privacy laws, including but not limited to:

- California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA)

- General Data Protection Regulation (GDPR), where applicable

- Virginia Consumer Data Protection Act (VCDPA)

- Colorado Privacy Act (CPA)

- Other applicable state, federal, and international privacy laws

- IAB, DAA, and NAI industry standards

You represent and warrant that all consumer data you provide to Vertascend has been lawfully collected and shared with proper consent and notices as required by applicable law.

5. Intellectual Property

All intellectual property rights in the platform, services, and data, including but not limited to copyrights, patents, trademarks, trade secrets, and other proprietary rights, are and will remain the exclusive property of Vertascend and its licensors. Nothing in this Agreement transfers any ownership rights to you. You grant Vertascend a limited, non-exclusive license to use your company name and logo for the purpose of providing the services under this Agreement, including for use in our marketing materials unless you notify us in writing that such use is not permitted.

6. Fees and Payment

6.1 Pricing and Billing

All pricing and billing terms will be outlined in your Service Order. Payments are made monthly via recurring subscription unless otherwise specified in your Service Order.

6.2 Payment Processing

A failed payment will result in a second payment attempt after one day. After the second payment failure, your service will be suspended, and you will be notified via text and/or email.

6.3 Taxes

You are responsible for all applicable taxes, duties, levies, and similar governmental assessments associated with your subscription.

6.4 Price Changes

Vertascend reserves the right to modify pricing with thirty (30) days' advance notice before the start of any renewal term.

7. Term and Termination

7.1 Term

This Agreement remains in effect until terminated in accordance with its terms. The initial term of your subscription is specified in your Service Order and will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

7.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice.

7.3 Termination for Convenience

You may terminate your subscription at any time by providing written notice to Vertascend. Termination will be effective at the end of your current billing cycle, and no refunds will be provided for partial billing periods.

7.4 Effect of Termination

Upon termination of this Agreement:

- You must immediately cease all use of the platform and services

- You must destroy all data provided by Vertascend that is in your possession

- You remain liable for all fees incurred up to the date of termination

- Sections that by their nature should survive termination will survive, including but not limited to confidentiality, intellectual property, indemnification, and limitation of liability.

7.5 Regulatory Changes

Vertascend reserves the right to terminate access immediately in the event of changes in law that prohibit data usage or make continued provision of services impracticable.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that: - It has the legal power and authority to enter into this Agreement - It will comply with all applicable laws in its performance under this Agreement.

8.2 Vertascend Warranties

Vertascend warrants that:

- It will provide the services in a professional manner consistent with general industry standards

- It has the right to provide the data and services under this Agreement

8.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM, SERVICES, AND DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. VERTASCEND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VERTASCEND DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. VERTASCEND DOES NOT GUARANTEE OR WARRANT THAT USE OF THE DATA WILL RESULT IN ANY PARTICULAR LEVEL OF BUSINESS PERFORMANCE OR REVENUE GENERATION.

9. Limitation of Liability

9.1 Exclusion of Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF USE, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

VERTASCEND'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED TWO TIMES THE AVERAGE MONTHLY FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

9.3 Essential Purpose

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnification

10.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Vertascend, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

- Your violation of this Agreement

- Your misuse of the platform, services, or data

- Your violation of applicable laws or regulations

- Any content or data you provide to Vertascend

10.2 Vertascend Indemnification

Vertascend agrees to indemnify, defend, and hold you harmless from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) to the extent arising from Vertascend's violation of applicable laws in its provision of the services.

10.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party, at the indemnifying party's cost, all reasonable assistance in the defense or settlement of such claim.

11. Dispute Resolution

11.1 Binding Arbitration

Except as provided in Section 11.4, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

11.2 Arbitration Procedures

The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration shall be conducted in Phoenix, Arizona. The arbitration shall be conducted in the English language. The arbitrator's decision shall be final and binding on the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

11.3 Arbitration Costs

Each party will be responsible for its own costs and expenses (including attorneys' fees) incurred in connection with the arbitration. The arbitrator's fees and the administrative costs of the arbitration shall be shared equally by the parties.

11.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent:

- The actual or threatened infringement, misappropriation, or violation of intellectual property rights

- The breach of confidentiality obligations

- Any other harm for which money damages would be inadequate

Additionally, either party may pursue claims in small claims court for disputes or claims within the scope of that court's jurisdiction.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without giving effect to any choice of law principles.

12.2 Venue

Subject to the arbitration provisions above, the state and federal courts located in Maricopa County, Arizona shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.

12.3 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

12.4 No Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.5 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.6 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its successor in interest in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or business. Any attempted assignment in breach of this section shall be void.

12.7 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party's reasonable control, including but not limited to changes in any associated platform policies, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.

12.8 Notices

All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the first business day after sending by email. Notices to Vertascend shall be sent to the address listed on the Service Order, with a copy to [email protected]. Notices to you shall be sent to the address listed on the Service Order.

12.9 Amendments

Any modification, amendment, or waiver of any provision of this Agreement shall be effective at the time of published updates as reflected in the "Last Updated' section above.

12.10 Entire Agreement

This Agreement, including any Service Orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

13. Data Service Provider

Vertascend works with trusted third-party data service providers to deliver the services described in this Agreement. These providers are bound by strict confidentiality and data protection requirements. The identity of these providers is confidential information of Vertascend.

Contact

For questions regarding these Terms and Conditions, please contact: [email protected]. By using Vertascend's platform or services, you confirm that you have read, understood, and agreed to these Terms and Conditions.