Vyzer's Terms and Conditions

Last Updated: November 21st, 2024

These Vyzer Customer Terms and Conditions (the "Agreement") constitute a binding agreement between Vyzer Financial Services Ltd. or the other Vyzer entity executing the Order ("Company" or "Vyzer") and the customer accepting this Agreement ("Customer"). Company and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT (AND ALL REFERENCES TO "CUSTOMER" SHALL REFER TO SUCH ENTITY). YOU ALSO REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (AND IN ANY EVENT, OF A LEGAL AGE TO FORM A BINDING CONTRACT).

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK "I AGREE/I ACCEPT/SIGN UP" (OR THE SIMILAR BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE PLATFORM.

This Agreement commences and becomes effective (the "Effective Date") as of the earliest of: (a) the date Customer first clicks “I Agree/I Accept/Sign Up” (or the similar button or checkbox); (b) the date Customer first accesses or uses the Platform, or sets up an Account (defined below); or (c) any effective or commencement date specified in Customer's Order (defined below).

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT – SEE SECTION 14 (MANDATORY ARBITRATION) AND ITS RELATED SCHEDULE A. PLEASE READ THAT SCHEDULE CAREFULLY, SINCE IT MAY REQUIRE CUSTOMER AND VYZER TO ARBITRATE CERTAIN DISPUTES AND LIMIT THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. THERE IS, HOWEVER, AN OPTION TO OPT-OUT.

1.               DEFINITIONS.  The following capitalized terms have the meanings set forth below:

"Company Affiliate" means, with respect to Company, any organization or entity controlling, controlled by, or under common control with, Company, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

"App" means any mobile application version or component of the Platform, for installation and use on Devices. Unless the context requires otherwise, references in this Agreement to the "Platform" shall be deemed to include the "App" as well.

"Content" means any text, data, information, reports, files, images, graphics, software code, or other content.

"Customer Content" means any Content submitted or uploaded to, or imported into, the Platform, or otherwise provided or made available to Company, by or on behalf of Customer. Customer Content includes, but is not limited to, Customer's Account Information (defined below).

"Device" means any mobile telephone, tablet or device that Customer owns or controls.

"Documentation" means the Platform-related operational guides or manuals, which Company provides or makes available to Customer, in any form or medium. Documentation does not include any marketing, or other publicly available, materials. Unless the context requires otherwise, references in this Agreement to the "Platform" shall be deemed to include the "Documentation" as well.

"Platform Content" means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Platform (such as insights and analytics).

"Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

"Order" means any order form, sales order, quote, or other ordering document for the provision of the Platform, which is either: (a) mutually signed by the Parties; or (b) to the extent the Platform or Site make available an ordering functionality for the Platform, submitted by Customer via said functionality and subsequently confirmed by Company (for example, via the provision of Platform access credentials). Each Order is hereby incorporated into this Agreement by reference. To the extent of any conflict or inconsistency between the terms and conditions of this Agreement and an Order, the former shall prevail (except to the extent expressly stated otherwise in the Order, or to the extent related solely to the Subscription particulars of the Order, in which cases the Order prevails).

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

"Platform" means Company's personal wealth management software-as-a-service platform (and underlying Intellectual Property), known as Vyzer™.

"Pricing Page" means any publicly available web page(s) on the Site where Company publishes its list prices for the Platform, as amended by Company from time to time.

"Privacy Policy" means the Company's then-current privacy policy available on the Site, as may be modified from time to time by Company. The Privacy Policy is hereby incorporated herein by reference.

"Subscription Scope" means any Platform usage or consumption limitations and parameters (for example, as to the volume of users, accounts, available features and functionalities, etc.) specified in an Order.

"Sensitive Data" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.

"Site" means the Company's website currently at www.vyzer.co.

"Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use, of the Platform and/or Platform Content (such as metadata, aggregated data, analytics, security findings or discoveries, etc.).

2.               ACCOUNT

In order to access the Platform, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online form or Platform interface ("Account"). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Company and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify Company in writing of any unauthorized access to, or use of, an Account, or any other breach of security. Personal information received during the Account registration process will be processed by Company in accordance with the Privacy Policy. 

As an alternative to the above Account registration process, Customer may be able to generate an Account, or otherwise access the Platform, by integrating and logging in via a supported third party platform (a "Third Party Application"). As part of such integration, the Third Party Application may provide Company with access to certain information that Customer has provided to such Third Party Application. The type of such information provided to Company, as well as the manner in which the Third Party Application uses, stores, and discloses such information, is governed solely by the policies of the third party operating the Third Party Application, and Company shall have no liability or responsibility for the privacy practices or other actions of such third parties. Company enables such integration merely as a convenience, and the availability of such integration does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Application or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for a Third Party Application or for the third party's policies, practices, actions, or omissions.

3.               EVALUATION PRODUCTS

From time to time, Company may permit Customer to try certain Platform features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an "Evaluation Product"). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Company, or agreed otherwise (for example, in the Order), the default evaluation period for an Evaluation Product (the "Evaluation Period") is thirty (30) days. However, Company reserves the right to terminate an Evaluation Period at any time, for convenience, with or without notice. For the avoidance of doubt, the restrictions set forth in Section ‎4.2 (Restrictions) shall also apply to Evaluation Products. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS ARE PROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER TOWARDS CUSTOMER FOR EVALUATION PRODUCTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY'S LIABILITY TO CUSTOMER FOR AN EVALUATION PRODUCT, COMPANY'S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT SHALL NOT EXCEED TEN US DOLLARS (USD$10). 

4.               PLATFORM AND SUBSCRIPTION

4.1.          General. Subject to the terms and conditions of this Agreement (including without limitation Customer's payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the subscription term specified in the Order ("Subscription Term"), to: (a) access and use the Platform, and view the Platform Content, for Customer's end-use in accordance with the Documentation, and (b) if applicable, install the App on a Device  (collectively, the "Subscription").

For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Platform to exceed or circumvent the Subscription Scope, and (ii) the Platform is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted herein are hereby reserved by Company and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Platform, whether by implied license, estoppel, exhaustion, operation of law, or otherwise. Company reserves the right, but not the obligation, to monitor Customer's use of the Platform.

4.2.          Restrictions. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (a) copy, create public Internet “links” to, "frame", or "mirror" the Platform or Platform Content; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Platform or Platform Content to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Platform or Platform Content; (d) modify, adapt, translate, or create a derivative work of the Platform or Platform Content; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Platform or Platform Content; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Platform or Platform Content; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform or Platform Content; (h) use the Platform or Platform Data Content to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, either of them; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform or Platform Content, or use any robot, spider, scraper, or any other automated means to access the Platform or Platform Content; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of servers/machines, terminals, sensors, users, or endpoints that directly access or use the Platform or Platform Content (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (l) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Platform or Platform Content, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (m) use the Platform or Platform Content in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Company's prior express written approval) any the results of such activities or other performance data of the Platform; or (n) use the Platform or Platform Content to circumvent the security of another person’s network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction.

4.3.          SaaS Hosting. The Platform is made available to Customer electronically, via the Site. The hosting of the Platform (and related processing) will be provided by a third party cloud hosting provider selected by Company ("Hosting Provider"), and accordingly the availability of the Platform shall be in accordance with the Hosting Provider's then-current uptime commitments. In the event Company decides to host the Platform (or a part thereof) internally on Company's own servers under this Agreement, then Company shall notify Customer.

4.4.          Usage Statistics. For the avoidance of doubt, it is acknowledged and agreed that Company (alone and/or together with Company Affiliates and service providers) may generate and commercially exploit Usage Statistics, as well as use Customer Content for the purpose of enhancing the Platform, and nothing in this Agreement shall be deemed to prohibit or otherwise limit such activities.

4.5.          Features and Functionalities. Company may, from time to time, modify and replace the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Platform. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Company to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Company regarding future functionalities or features.

5.               DATA COLLECTION AND USAGE

5.1.          By using the Platform, Customer acknowledges and consents to Vyzer's collection of data related to Customer's investment choices and use of the Platform, including but not limited to: (a) Customer's investment fund choices and amounts invested in such funds; and (b) Investment returns from these funds (collectively, "Investment Data").

5.2.          Customer expressly agrees that Vyzer may use Customer's Investment Data, combined with data from other Vyzer users, to create aggregated user investment data for the purposes of: (a) Providing and improving the Platform's services, including, without limitation, presenting general investment trends and statistics related to Vyzer's users (e.g., "Our users have invested $X in Y Fund with a %X return") to all Vyzer users within the Platform; and (b) Utilizing such data in webinars, presentations, and other informational formats. This aggregated data will not include information that identifies any individual user or their specific investments.

5.3.          ALL INFORMATION PROVIDED THROUGH VYZER'S PLATFORM, INCLUDING INVESTMENT DATA, TRENDS, AND STATISTICS, IS FOR INFORMATIONAL PURPOSES ONLY. THIS INFORMATION SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR RECOMMENDATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR THEIR OWN INVESTMENT RESEARCH AND DECISIONS. VYZER STRONGLY RECOMMENDS THAT CUSTOMER CONSULT WITH QUALIFIED FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT DECISIONS.

5.4.          TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VYZER DISCLAIMS ALL LIABILITY FOR ANY INVESTMENT DECISIONS MADE BY CUSTOMER BASED ON INFORMATION PROVIDED THROUGH THE PLATFORM. CUSTOMER ACKNOWLEDGES AND AGREES THAT VYZER SHALL NOT BE HELD RESPONSIBLE FOR ANY LOSSES OR DAMAGES RESULTING FROM CUSTOMER'S RELIANCE ON SUCH INFORMATION.

5.5.          Sections 5.3 and 5.4 shall be read in conjunction with, and do not limit, the disclaimers and limitations of liability set forth in Sections 9 (Disclaimers) and 10 (Limitation of Liability) of this Agreement.

6.               ACTING AS YOUR AUTHORIZED AGENT

6.1.          Customer expressly authorizes and directs Company, on Customer's behalf, to electronically retrieve Customer's financial account information, such as account balances, transactions and holdings, from financial institutions with which Customer has a legally binding customer relationship ("Account Information"). Company may work with one or more third-parties (such as data aggregators) to access and retrieve Customer's Account Information. Company does not review the Account Information for accuracy, legality or non-infringement and is not responsible for the Account Information.

6.2.          FOR PURPOSES OF THIS AGREEMENT AND SOLELY TO OBTAIN AND PROVIDE THE ACCOUNT INFORMATION TO CUSTOMER AS PART OF THE PLATFORM, CUSTOMER HEREBY GRANTS COMPANY A LIMITED POWER OF ATTORNEY, AND APPOINTS COMPANY AS CUSTOMER'S ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR CUSTOMER AND IN CUSTOMER'S NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS OR DOCUMENTS, RETRIEVE ACCOUNT INFORMATION AND USE CUSTOMER'S ACCOUNT INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, AS FULLY TO ALL INTENTS AND PURPOSES AS CUSTOMER COULD DO IN PERSON.

6.3.          CUSTOMER ACKNOWLEDGES AND AGREES THAT WHEN COMPANY IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, COMPANY IS ACTING AS CUSTOMER'S AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. CUSTOMER AGREES THAT THIRD-PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY AND POWER OF ATTORNEY GRANTED BY CUSTOMER.

7.               PAYMENT

7.1.          Fees. Customer agrees to pay Company the fees and other charges set forth in the Order (the "Fees").

7.2.      Pricing. Pricing for the Platform will be according to the then-current Pricing Page (or, in the case of an offline Order, according to any pricing specified therein). The Pricing Page may include various pricing tiers, which may offer different levels of service or features, including a tier that may be provided free of charge. Company shall be entitled from time to time, and by written notice, to increase the pricing or modify the features offered at each tier. The updated pricing shall apply to the next renewal Subscription Term.

7.3.       Payment Terms. Unless expressly stated otherwise in the Order: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are shall be paid in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears); (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable Law; and (e) Company shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order and/or via a functionality of the Platform.

7.4.    Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. Customer must provide a valid tax exemption certificate if claiming a tax exemption. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.

7.5.       Payment Processing. Customer represents and warrants that all payment and billing information provided is (and will remain) complete and accurate, and Customer has obtained all necessary consents to enable the necessary payment method. If applicable to the payment method, payment of Fees may be processed through a third-party payment processing service (which will receive and process Customer's billing information), and additional terms may apply to such payments. Customer authorizes Company (and/or its designee) to: (a) request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Company deems necessary, from time to time, to validate Customer's designated payment method or financial information, in order to ensure timely payment of Fees (including, but not limited to, for the purpose of receiving updated payment details from Customer's payment, credit card, or banking account provider – such as, updated expiry date or card number).

8.               OWNERSHIP

8.1.     Company Materials. Company (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to: (a) the Platform (and all underlying Intellectual Property); (b) the Platform Content; (c) Company's Confidential Information; (d) any feedback, suggestions, or ideas for or about the Platform or Platform Content (collectively, "Feedback"); (e) Usage Statistics; and (f) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship. Customer shall procure the assignment (and hereby irrevocably assigns) to Company (and/or its designee(s)) the ownership rights set forth in this Section (Ownership). For the avoidance of doubt, it is acknowledged and agreed that Company (alone and/or together with Company Affiliates and service providers) may use Customer Content in an aggregated or anonymized manner for the purpose of generating Usage Statistics, as well as for the purpose of enhancing the Platform, and nothing in this Agreement shall be deemed to prohibit or otherwise limit such activities.

8.2.         Customer Content. As between the Parties, Customer is, and shall be, the sole and exclusive owner of all Customer Content.

(a)  Unless the Platform specifically requests otherwise, Customer shall ensure that no Customer Content includes or links to Sensitive Data.

(b) Customer represents and warrants that no processing of Customer Content under this Agreement (whether by Company, Company Affiliates, or if applicable the Hosting Provider) will violate any Law, proprietary right, or privacy right; and (b) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy Laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Company, Company Affiliates, and the Hosting Provider (if applicable).

(c) Unless otherwise specifically agreed in writing, Customer Content may be hosted and processed by Company and its respective third party service providers in Israel, the United States, or other locations around the world.

(d) Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer’s use of the Platform to collect, process, store and transmit Customer Content is compliant with all applicable Laws.

(e) The Platform is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Platform for the storage of any Customer Content whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Content.

9.               DISCLAIMERS

THE PLATFORM, PLATFORM CONTENT, SERVICES, EVALUATION PRODUCTS, ANY REPORTS OR OUTPUT GENERATED BY THE PLATFORM, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF COMPANY HEREUNDER (COLLECTIVELY, THE "COMPANY MATERIALS") ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.

COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF COMPANY MATERIALS; (B) THAT CUSTOMER'S USE OF COMPANY MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. COMPANY WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.

Without derogating from the foregoing, any Content provided on the Platform is meant for informational purposes only and may not be relied on as investment advice, expert opinions, or other recommendations of any proposed or potential investment transaction. Company does not adopt, review, analyze, approve, endorse, adopt, or otherwise express an opinion on any information accessible through the Platform that is created or provided by any third party, and is not liable or responsible in any manner for such information, which remains the sole responsibility of the third parties that created such information and/or made such information available through the Platform. Except as may be expressly provided herein, you access and use any and all Content available through your Account or the Platform at your sole risk.

Company may offer a feature that allows you to request an introduction to certain third party investment advisors ("Investment Advisors"). You acknowledge and understand that any introduction or referral to an Investment Advisor is solely a facilitation service provided by Company, and does not constitute an endorsement, approval, recommendation or advice of any kind by Company. Company is not responsible or liable for any decisions you make based on the advice given by the Investment Advisors, the performance of any investment product you purchase, or any other actions taken by you or the Investment Advisors. The Investment Advisors are not employees, agents, or representatives of Company, and any agreement or relationship formed with these advisors is strictly between you and the advisor. Company is not a party to any such agreement and does not review, analyze, approve, endorse, adopt, or otherwise express an opinion on any information, advice, or services provided by these Investment Advisors. Your access to and use of any information, advice, or services provided by these Investment Advisors are at your sole risk. You are encouraged to conduct your own research or consult with an independent financial advisor before making any investment decisions.

THE PROVISIONS OF THIS SECTION (DISCLAIMERS) AND OF SECTION 10 (LIMITATION OF LIABILITY) BELOW ALLOCATE THE RISK UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

10.           LIMITATION OF LIABILITY

10.1.       IN NO EVENT SHALL COMPANY, COMPANYS AFFILIATES, OR THEIR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A)              ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

(B)              ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;

(C)              ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR

(D)              THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

10.2.       THE COMBINED AGGREGATE LIABILITY OF COMPANY AND ALL COMPANY AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, FIFTY US DOLLARS (USD$50)).

10.3.       THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

11.           INDEMNIFICATION BY CUSTOMER

If Company and/or Company Affiliates (or their respective directors, officers, or employees) (collectively, "Company Indemnitees") incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney's fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought (whether by an individual, organization, or governmental agency) against a Company Indemnitee (each, a "Misuse Claim"), and such Misuse Claim arises directly or indirectly from any breach by Customer under this Agreement and/or from Customer's use of the Platform, Customer agrees to:

(a) At its own expense, defend Customer against the Misuse Claim; and

(b) Indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court (or otherwise agreed in settlement) under the Misuse Claim.

12.           TERM AND TERMINATION

12.1.       Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with the provisions of this Agreement, shall remain in effect for the duration of the Subscription Term. The Subscription Term shall automatically renew for successive renewal terms of equal length, unless either Party notifies the other Party in writing that it chooses not to renew ("Non-Renewal Notice"). For an annual Subscription plan, the Non-Renewal Notice must be given at least sixty (60) days prior to the end of the then-current Subscription Term. For a monthly Subscription plan, the Non-Renewal Notice must be given prior to the end of the then-current Subscription Term. At the commencement of each Renewal Subscription Term, Company shall be entitled to invoice Customer for the applicable Fees therefor.

12.2.       Termination. The Agreement may be terminated as follows:

(a)  Company may, for convenience, terminate this Agreement, and/or permanently disable or discontinue the Platform, at any time, and with or without notice to Customer. In such event, Customer will be entitled to a pro-rated refund of any prepaid and unutilized Fees, based on the remainder of the then-current Subscription Term.

(b)  Company may terminate this Agreement if Customer commits a breach under this Agreement.

(c) Customer may terminate this Agreement at any time (by way of either closing its Account or by sending written notice to Company at hello@vyzer.com). For the avoidance of doubt, such termination shall not entitle Customer to any refund.

12.3.       Suspension. Company reserves the right to temporarily suspend provision of the Platform: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach of the Subscription (such as a breach under Section ‎4.2 (Restrictions)); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company, to its other customers, or to the Platform, including if the Platform's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (d) as required by Law or at the request of governmental entities.

12.4.       Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Platform, and shall uninstall and permanently delete all copies of the Platform (and Company shall be entitled to verify same) and certify in a signed writing that it has done so; and (c) Customer shall pay any outstanding Fees and other charges that accrued as of termination, which shall become immediately due and payable, and, if necessary Company shall issue a final invoice therefor. Customer acknowledges that following termination it will have no further access to any Customer Content within the Platform, and that Company may (but shall not be obligated to) delete any Customer Content as may have been stored by Company at any time. Sections‎ 4.2 (Restrictions)- 4.4 (Usage Statistics) and Sections 8 (Ownership)‎ through 15‎ (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

13.           GOVERNING LAW

This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.

14.           MANDATORY ARBITRATION

In the event of any claim, controversy, or dispute under or otherwise in connection with this Agreement (a "Dispute"), such Dispute shall be resolved exclusively by arbitration in accordance with Schedule A attached hereto. However, if the Dispute is not subject to arbitration (either because Customer opted-out of the arbitration in the manner described in Schedule A, or because a court of competent jurisdiction determined that the agreement to arbitrate does not to apply to Customer or the Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of the competent courts located in New York County, New York, USA, and the Parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.

Regardless of any Law to the contrary, Customer agrees that any claim or cause of action arising under, or otherwise in connection with, this Agreement (other than to seek equitable relief or to otherwise protect or enforce a Party's Intellectual Property Rights) must be filed within ONE (1) YEAR after such claim or cause of action arose, or else Customer agrees that such claim or cause of action will be barred forever. Any claims or damages that Customer may hereunder shall only be enforceable against Company, and not any other entity (such as Company Affiliates) or Company's officers, directors, representatives, employees, or agents. Moreover, if Customer are a consumer (as defined in the Laws of your jurisdiction), this Agreement is not intended to, and shall not, exclude or limit any mandatory rights Customer may have under the consumer protection Laws of Customer's jurisdiction.

15.           MISCELLANEOUS

15.1.       Entire Agreement. This Agreement (and its Schedules) represents the entire agreement between Customer and Company with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between Customer and Company with respect to such subject matter. Without limiting the generality of the foregoing, this Agreement supersedes any terms or conditions (whether printed, hyperlinked, or otherwise) in any purchase order or other standardized business forms, which purport to supersede, modify or supplement this Agreement, all of which shall be deemed rejected, void, and of no effect. Customer acknowledges and agrees that in entering into this Agreement it has not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Site.

15.2.       Agreement Modifications. Company reserves the right to modify this Agreement at any time by posting the modified Agreement at https://www.vyzer.co. Customer is deemed to have accepted and agreed to the modified Agreement when Customer next access the Platform after the modified Agreement has been posted per above (unless Company specifies a later effective date). In such cases, Company will also update the “Last Updated” reference set forth at the beginning of this Agreement. Customer agrees that its sole remedy in the event if objects to the modified Agreement, is to terminate this Agreement.   

15.3.       Feature Specific Terms. Features and functionalities may be accompanied by separate or additional terms and conditions (in each case, "Feature Specific Terms"). Except to the extent expressly stated otherwise within Feature Specific Terms, all Feature Specific Terms apply in addition to (and not instead of) this Agreement.

15.4.       Third Party Content. The Platform may present, or otherwise allow Customer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Company (such Content, "Third Party Content"). The Platform may also enable Customer to communicate with the related third parties. The display or communication to Customer of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Content or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party's policies, practices, actions, or omissions. If Customer enables or uses Third Party Content with the Platform, Company will allow the Third Party Content providers to access and use Customer Content as required for the interoperation of the Third Party Content and the Platform. Any Third Party Content provider’s use of Customer Content is subject to the applicable agreement between Customer and the Third Party Content provider. Customer acknowledges that the Platform is not endorsed or sponsored by any third-party, including without limitation any third party account providers accessible through the Platform.

15.5.       Third Party Software. The Platform may include what is commonly referred to as 'open source' software.  Under some of their respective license terms and conditions, Company may be required to provide Customer with notice of the license terms and attribution to the third party, in which case Company may provide Customer with such information (whether via the Platform, via the Site, or otherwise). Notwithstanding anything to the contrary herein, use of the open source software will be subject to the license terms and conditions applicable to such open source software, to the extent required by the applicable licensor (which terms and conditions shall not restrict the license rights granted to Customer hereunder), and to the extent any such license terms and conditions grant Customer rights that are inconsistent with the limited rights granted to Customer in this Agreement, then such rights in the applicable open source license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software. Company will comply with any valid written request submitted by Customer to Company for exercising any rights Customer may have under such license terms and conditions.

15.6.       Assignment. Company may assign this Agreement (and/or any of its rights and obligations hereunder) without Customer's consent, and without notice or obligation to Customer. This Agreement is personal to Customer, and, except as permitted by this Agreement, Customer may not assign (or in any other way transfer) this Agreement (and/or any of its obligations or rights hereunder) without Company's express prior written consent. Any prohibited assignment shall be null and void. Moreover, at Company's sole discretion, any Company obligation may be performed (in whole or in part), and any Company right or remedy may be exercised (in whole or in part), by a Company Affiliate, and Company may subcontract its performance hereunder to Company Affiliates.

15.7.       Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

15.8.       Waiver and Remedies. No failure or delay on the part of either Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving Party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in this Agreement, no right or remedy conferred upon or reserved by either Party under this Agreement is intended to be, or will be deemed, exclusive of any other right or remedy under this Agreement, at law, or in equity, but will be cumulative of such other rights and remedies.

15.9.       No Third Party Beneficiaries. Except as may be otherwise expressly provided in this Agreement (such as Company Affiliates), there shall be no third-party beneficiaries of or under this Agreement.

15.10.    Relationship. The relationship of the Parties is solely that of independent contractors, and, except as expressly stated otherwise in this Agreement, nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the Parties.

15.11.    Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. Customer hereby irrevocably waives, to the maximum extent legally permitted, any Law applicable to Customer requiring that the Agreement be localized to meet Customer's language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. Company may be able (but is not obligated) to provide Customer with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for Customer's own records. When Customer visits or submits information on or via the Site or sends an email to Company, Customer is communicating with Company electronically. Customer consents to receive communications from Company electronically. Although Company may choose to provide Customer notice under this Agreement by postal mail, Company may also choose to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on the Site and/or Platform (in which case the notice will be deemed given when Customer accesses the Site or Platform). In addition, Customer acknowledges and agrees that when it clicks on any “SUBMIT”, “I AGREE”, “I ACCEPT”, or similar button, Customer is submitting a legally binding electronic signature. Pursuant to any applicable Laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE, PLATFORM, OR SERVICES OFFERED BY COMPANY.

15.12.    Email, Telephone and SMS Communication. By providing its email address, fax number, or phone number within the Order, Customer authorizes Company to contact Customer by telephone, fax and email. Such communication shall be in connection with: (a) Customer's use of Platform, or any other issue regarding this Agreement; and/or (b) to provide information or offers that Company thinks may be of interest to Customer. Moreover, Customer agrees that such communications may be sent to Customer's mobile phone via automated telephone dialing system, prerecorded calls, text messages, SMS, MMS, and picture messages, even if the phone number Customer provides is on a corporate, state or national Do Not Call list. If Customer does not want to receive such emails, telephone calls, or text messages, Customer may opt out by emailing the address at the bottom of the emails with “UNSUBSCRIBE” or by texting “STOP” or “OPT-OUT” as specifically set forth in the communication. For more information, please see our Privacy Policy.

15.13.    Force Majeure. Neither Party shall have any liability for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of "Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including without limitation lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected Party. Notwithstanding the foregoing, Customer shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Customer breach of the Subscription and/or of Company's Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting of the Platform by a third party is beyond the reasonable control of Company.

15.14.    Notices. Except as may be specified otherwise in this Agreement, all notices, consents, or other communications provided for in connection with this Agreement shall be in writing, and shall be deemed given as follows: (a) when received, if personally delivered; (b) the second business day after mailing, when mailed via either U.S. mail or registered or certified mail with postage prepaid and return receipt requested; (c) upon delivery confirmation, when delivered by nationally recognized overnight delivery service ("Courier"); (d) the second business day after sending confirmed by facsimile; (e) the first business day after sending by email. Notwithstanding the foregoing, Customer agrees that Company may also give Customer notices via Customer's Account and/or via postings on or through the functionality of the Platform (and such notices shall be deemed given immediately). Notices by Customer to Company must be given by Courier or registered mail to: Morad Hanachal 10, Hofit, Israel.

15.15. Export Compliance. Customer shall be solely responsible for obtaining all required authorizations and licenses from applicable government authorities under Export Control Laws, in connection with Customer's use of the Platform. Customer represents and warrants that: (a) it is not a resident of, and will not access or use the Platform in, a country that the U.S. government has embargoed for use of the Platform, and that Customer is not a person or entity named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to Company. Customer shall not transfer, export, re-export, import, re-import or divert the Platform in violation of any Export Control Laws (defined below), and shall not transfer, export, re-export, import, re-import or divert any the Platform to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Company from time to time). In the event of a breach under this Section (Export Compliance), Customer agrees to indemnify and hold harmless Company and all Company Affiliates (and their respective directors, officers, and employees) for any fines and/or penalties imposed upon Company or a Company Affiliate (or such persons) as a result of such breach. "Export Control Laws" means all applicable export and re-export control Laws applicable to Customer and/or Company or Company Affiliates, as well as the United States' Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.

15.16. Customer Resources. Except for the Platform, Customer shall be solely responsible: (a) for providing all hardware (such as Devices), software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Platform; (b) for ensuring their compatibility with the Platform; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer's rights under the Subscription. In the event Company is legally or contractually required to modify or replace features or functionalities of the Platform in order to ensure the Platform complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities in order to continue using the Platform.

15.17.    Government Users. If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Platform constitutes “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Platform shall be as provided in this Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable signed written addendum to this Agreement specifically granting those rights.

15.18.    Subpoenas. Nothing in this Agreement prevents Company from disclosing Customer Content to the extent required by Law, subpoenas, or court orders, but Company will use commercially reasonable efforts to notify Customer where permitted to do so.

SCHEDULE A

Mandatory Arbitration

Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is attached.

1.       Vyzer wants to address Customer's concerns without the need for a formal legal dispute. Before filing a claim against Vyzer, Customer agrees to try to resolve the Dispute informally by contacting hello@vyzer.com. If a Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you may initiate proceedings, as set forth in this Schedule A.

2.       Customer and Vyzer agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:

(a)  each Party retains the right to bring an individual action: (i) in a small claims court located in your county of residence (or in New York County, New York, USA if you meet the requirements of such court);

(b)  each party retains the right to seek equitable relief to protect any Intellectual Property Rights, in any court of competent jurisdiction; and

(c)  nothing herein precludes Customer from bringing issues to the attention of federal, state, or local agencies.

3.       Unless Customer and Vyzer expressly agree otherwise in writing, the arbitration shall take place in-person (except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means) in New York City, New York, USA. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”), before a single arbitrator and in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. (“FAA”) (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.

4.       The arbitrator’s decision must be in writing, and must include the essential findings and conclusions upon which the decision and any award is based. Judgment on any arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between Customer and Vyzer in any court in a proceeding to vacate or enforce an arbitration award, CUSTOMER AND VYZER HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the plaintiff's/claimant’s individual claim.

5.       Regardless of who initiates arbitration for a Dispute, Customer will always remain responsible for Customer's costs and expenses relating to legal counsel, experts, witnesses, and travel to and from the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Streamlined Rules. If Customer is an individual and has not accessed or used the Platform on behalf of an entity, Vyzer will reimburse those fees for claims where the amount in dispute is less than $10,000 (unless the arbitrator determines the claims are frivolous), and we will not seek attorneys’ fees and costs in arbitration (unless the arbitrator determines the claims are frivolous). If Vyzer initiates an arbitration for a Dispute, Vyzer will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services.

6.       Other than to a party's legal counsel, all aspects of the Dispute and arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only to the extent) otherwise required by applicable Law. However, this paragraph shall not: (a) prevent a party from submitting to a court any information necessary to enforce an arbitration award, or to seek equitable relief; or (b) prevent Vyzer from sharing aspects of the Dispute and arbitration proceeding (including but not limited to the decision and award of the arbitrator and compliance therewith) with Vyzer Affiliates, as well as its and their investors, potential investors and acquirers, and other third parties involved in Vyzer's business (to the extent such third parties have a legitimate interest in knowing).

7.       CUSTOMER ACKNOWLEDGE AND AGREES THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS RULES, AS APPLICABLE) PERMIT OTHERWISE:

(a)  CUSTOMER AND VYZER ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EXAMPLE, AS A CLASS REPRESENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT CUSTOMER MAY ONLY BRING A CLAIM IN CUSTOMER'S INDIVIDUAL CAPACITY; AND

(b)  NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE.

8.       OPT-OUT: Customer can choose to reject this agreement to arbitrate (“Opt-out”) by emailing hello@vyzer.com within thirty (30) days after the date Customer agrees to this Agreement for the first time. The Opt-out email Customer sends to Vyzer must state that Customer does not agree to this agreement to arbitrate and must include Customer's name, address, phone number, and email address. Providing an Opt-out notice is the only way Customer can opt-out of this agreement to arbitrate. If Customer Opts-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply, and Customer will not be permitted to invoke this agreement to arbitrate to resolve any Dispute with Vyzer.

9.       To the extent any provision of this Schedule A is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, Customer and Vyzer agree that the provisions of Section 15.7‎‎ (Severability) shall apply.