This Terms of Service Agreement (the “Agreement”) is entered into by and between V-Ter Solutions LLC, a Delaware limited liability company, with an address at 131 Continental Dr, Suite 305, Newark, DE 19713, United States, doing business as HSCodifi (the “Service Provider,” “V-Ter,” “HSCodifi,” “we,” “us,” or “our”), and the business entity or other person accepting these terms (the “Client,” “Customer,” or “you”).
This Agreement governs Client’s access to and use of the HSCodifi software platform, APIs, data analytics, classification, screening, calculation, and related services for international trade and logistics (collectively, the “Services”).
The Services are offered exclusively for business and professional use and not for personal, family, household, or consumer purposes.
The “Effective Date” is the earliest date on which Client accepts an Order Form, creates or uses an Account, accesses the Services, uses an API key, or otherwise accepts this Agreement.
1.1 Definitions
“Account” means Client’s registered account through which Client and its authorized users access the Services.
“Client Data” means data, records, product descriptions, shipment information, product attributes, values, quantities, origin information, party information, and other information submitted by or on behalf of Client to the Services.
“Fees” means all fees and charges payable by Client under an applicable Order Form, subscription, usage plan, invoice, or other agreed commercial arrangement.
“Order Form” means any quotation, order form, statement of work, subscription confirmation, electronic order, accepted proposal, or other commercial document accepted by both parties describing Services, pricing, usage, term, or other commercial terms.
“Output” means any classification, HS or HTS code recommendation, duty or tax calculation, restriction result, denied-party or sanctions screening result, tariff information, analysis, recommendation, alert, report, or other information generated or provided through the Services.
1.2 Order of Precedence
In the event of a conflict, the following order of precedence applies:
(a) a written Order Form expressly identifying the provision of this Agreement it modifies;
(b) this Agreement; and
(c) other policies expressly incorporated herein.
Any modification contained in an Order Form applies only to that Order Form unless expressly stated otherwise.
1.3 Client Purchase Orders
Any terms contained in any Client purchase order, procurement portal, vendor onboarding document, acknowledgment, standard purchasing terms, or other document issued by Client are expressly rejected and shall have no force or effect, regardless of whether V-Ter accepts such document, references a purchase order number, issues an invoice, or performs Services.
Performance by V-Ter shall not constitute acceptance of any Client terms.
2.1 Amendments
V-Ter may modify this Agreement from time to time to reflect changes to the Services, applicable law, security requirements, regulatory requirements, or business practices.
Changes that do not materially reduce Client’s contractual rights or materially increase Client’s obligations may become effective upon posting at https://hscodifi.app/terms.
Material changes will become effective upon reasonable prior written or electronic notice to Client, unless an earlier effective date is required by applicable law, security considerations, or regulatory requirements.
2.2 Existing Orders
No amendment shall retroactively modify pricing, accrued payment obligations, or other accrued rights or liabilities under an already accepted Order Form unless required by applicable law or expressly agreed by the parties.
Client’s continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Agreement.
3.1 Fees
Client shall pay all Fees specified in the applicable Order Form, subscription plan, usage plan, or invoice.
Fees may include subscription charges, API usage charges, transaction charges, infrastructure charges, support charges, Custom Development charges, and other agreed fees.
Unless expressly stated otherwise, Fees are non-cancellable and non-refundable.
3.2 Payment
Invoices shall be paid by the payment due date stated on the invoice. If no payment due date is stated, payment shall be due thirty (30) calendar days from the invoice date.
V-Ter may require advance payment, deposits, shorter payment terms, or alternative payment arrangements where it reasonably determines that Client presents an increased credit or non-payment risk.
3.3 Taxes
Fees are exclusive of applicable taxes, duties, levies, withholding taxes, or governmental assessments.
Client shall be responsible for all such amounts except taxes based solely on V-Ter’s net income.
If Client is legally required to withhold an amount from payment, Client shall, except where prohibited by law, gross up the payment so that V-Ter receives the amount it would have received absent such withholding.
3.4 No Set-Off
All amounts payable to V-Ter shall be paid in full without set-off, counterclaim, deduction, withholding, recoupment, or other reduction, except to the extent expressly required by applicable law.
A dispute relating to one invoice, transaction, Output, or Order Form does not entitle Client to withhold any undisputed amount or any amount payable under another invoice or Order Form.
3.5 Billing Disputes
Client must submit any billing dispute in good faith before the applicable payment due date and identify the specific amount and basis for the dispute.
All undisputed amounts remain payable when due.
Where V-Ter determines that a billing error occurred, V-Ter may issue a credit memo or account credit rather than a cash refund.
3.6 Late Payment
Overdue amounts may bear interest at 1.5% per month, or the maximum lawful rate if lower, from the due date until paid.
Client shall reimburse V-Ter for reasonable costs of collecting delinquent amounts, including reasonable attorneys’ fees and collection expenses.
V-Ter may Suspend Services for late payment without liability to Client.
Suspension does not relieve Client of its payment obligations.
3.7 Purchase Orders
Client’s obligation to pay is not conditional upon V-Ter including a purchase order number or other Client procurement reference on an invoice.
4.1 Provision of Services
Subject to this Agreement and payment of applicable Fees, V-Ter will use commercially reasonable efforts to provide the Services described in the applicable Order Form.
4.2 Accounts and Credentials
Client is responsible for maintaining the confidentiality and security of usernames, passwords, API keys, tokens, and other credentials.
Client is responsible for all activity occurring through its Account or credentials except to the extent directly caused by V-Ter’s breach of its security obligations.
Client shall promptly notify V-Ter of any suspected unauthorized access or compromise.
4.3 Support
V-Ter will provide reasonable technical support in accordance with its then-current standard support practices or the applicable Order Form.
4.4 Availability
V-Ter will use commercially reasonable efforts to maintain Platform availability of at least 99% per month.
The calculation excludes scheduled or emergency maintenance, weekends and holidays where applicable, third-party outages, internet or telecommunications failures, cyberattacks, Client systems, Force Majeure Events, and circumstances outside V-Ter’s reasonable control.
Unless expressly stated in an Order Form, this availability objective is not a service-level guarantee and does not create a right to service credits, refunds, or damages.
4.5 Changes to Services
V-Ter may modify, improve, replace, update, or discontinue individual features, data sources, algorithms, interfaces, or third-party integrations, provided that such changes do not materially eliminate the core functionality purchased by Client during a committed Order Form term.
5.1 Nature of the Services
HSCodifi is a technology and decision-support tool.
Neither V-Ter nor HSCodifi is a customs authority, customs broker, tax adviser, legal adviser, export-control adviser, freight forwarder, compliance officer, governmental authority, or insurer.
The Services do not constitute legal, customs, tax, regulatory, financial, or other professional advice.
5.2 Recommendations, Not Binding Determinations
Any HS, HTS, tariff, commodity, customs, duty, tax, restriction, sanctions, denied-party, or other classification or screening Output constitutes an automated, algorithmic, AI-assisted, or data-driven recommendation or estimate only.
No Output constitutes a binding determination by any customs, tax, regulatory, governmental, or judicial authority.
Any competent authority may reach a different classification, valuation, origin, tariff, sanctions, restriction, or other determination.
5.3 Client Validation
Client remains solely responsible for reviewing, validating, approving, and, where appropriate, obtaining professional review of Outputs before relying upon them or submitting them to any customs authority, carrier, governmental authority, customer, marketplace, broker, freight forwarder, or other third party.
The Services are not intended to replace professional judgment or any compliance procedure required by applicable law.
5.4 No Guarantee of Acceptance
V-Ter does not warrant that any classification, code, calculation, declaration, screening result, or other Output will be accepted by any customs authority, tax authority, carrier, marketplace, regulator, or governmental authority.
6.1 Client Responsibility for Inputs
Client acknowledges that the quality and accuracy of Outputs depend materially upon the quality, accuracy, completeness, and specificity of Client Data and other information available to the Services.
6.2 Client Warranty
Client represents and warrants that information submitted by or on behalf of Client, including product descriptions, composition, intended use, value, quantity, manufacturer information, country of origin, destination, party information, and other relevant attributes, is accurate, lawful, sufficiently detailed, and complete to the best of Client’s knowledge.
6.3 Incomplete or Ambiguous Information
V-Ter shall not be liable for an inaccurate, incomplete, or inappropriate Output resulting from inaccurate, incomplete, ambiguous, misleading, outdated, incorrectly formatted, or insufficient Client Data.
Client remains responsible for determining whether additional product or transaction information is required before relying on an Output.
7.1 Estimates
Duty, tax, tariff, fee, and landed-cost calculations provided through the Services are estimates based upon information and data available to the Services at the relevant time.
7.2 Factors Affecting Calculations
Calculations may be affected by matters including:
7.3 Client Responsibility
Client remains solely responsible for determining, declaring, collecting, withholding, and paying all applicable duties, taxes, tariffs, governmental charges, penalties, and assessments relating to Client’s transactions.
V-Ter does not guarantee that any estimated duty or tax amount will equal the amount ultimately assessed by an authority.
8.1 Screening Functionality
The Services may provide restrictions, sanctions, export-control, import-control, or denied-party screening functionality.
Such functionality is a decision-support mechanism only.
8.2 No Compliance Guarantee
A screening result does not constitute a representation or guarantee that a person, entity, shipment, product, destination, transaction, or activity is lawful, unrestricted, unsanctioned, or otherwise compliant.
The absence of a match, alert, or restriction does not constitute confirmation that a transaction is permitted.
8.3 Client Due Diligence
Client remains solely responsible for complying with applicable sanctions, export-control, import-control, customs, trade, and other laws and for conducting such additional due diligence as is appropriate to its transactions.
Client shall not knowingly use the Services to facilitate a transaction prohibited by applicable law.
9.1 Permitted Use
Client may use the Services solely for its legitimate internal business purposes and as expressly permitted by the applicable Order Form.
9.2 Prohibited Activities
Client shall not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, decode, or attempt to discover the source code, algorithms, models, logic, prompts, architecture, methods, or structure of the Services;
(b) modify, translate, adapt, or create derivative works of the Services;
(c) sublicense, sell, lease, distribute, time-share, or resell the Services except where expressly authorized in writing by V-Ter;
(d) circumvent usage limits, authentication, access restrictions, security controls, or technical limitations;
(e) systematically scrape, extract, harvest, cache, reproduce, or compile Outputs to create or maintain a substitute database or service;
(f) use the Services, API, or Outputs to train, fine-tune, validate, benchmark, develop, improve, or operate a competing HS classification, customs, tariff, screening, trade-compliance, or artificial-intelligence product or service;
(g) engage in model extraction, model inversion, systematic probing, or other activity intended to reconstruct or infer V-Ter’s proprietary algorithms, models, datasets, methodologies, or classification logic;
(h) conduct security testing or penetration testing without V-Ter’s prior written authorization; or
(i) use the Services unlawfully or in violation of third-party rights.
9.3 API Use
API access is subject to usage limits, technical requirements, security controls, and documentation established by V-Ter.
V-Ter may throttle or Suspend API access where reasonably necessary to protect the Services, enforce usage limits, address security concerns, or prevent misuse.
10.1 V-Ter Ownership
V-Ter and its licensors retain all right, title, and interest in and to the Services and all related intellectual property, including:
No rights are granted except the limited rights expressly provided by this Agreement.
10.2 Client Data
Client retains ownership of Client Data.
Client grants V-Ter a non-exclusive right to process Client Data as necessary to provide, secure, support, maintain, and improve the Services and to comply with applicable law.
10.3 Aggregated and De-Identified Data
V-Ter may create and use aggregated, statistical, or de-identified information derived from operation of the Services, provided that such information does not reasonably identify Client or an individual.
V-Ter may use such information for analytics, security, research, benchmarking, service improvement, model evaluation, and product development.
10.4 Feedback
Client may provide suggestions, ideas, enhancement requests, or other feedback.
V-Ter may freely use and incorporate such feedback without restriction, attribution, or compensation, provided that V-Ter does not disclose Client Confidential Information in doing so.
11.1 Requests
Client may request new features, integrations, modifications, reports, models, workflows, or other custom development (“Custom Development”).
V-Ter may provide an estimate, proposal, Order Form, or statement of work specifying scope, Fees, assumptions, and estimated timing.
11.2 Ownership
Unless an executed statement of work expressly states otherwise, all intellectual property rights arising from Custom Development shall vest exclusively in V-Ter.
This includes all source code, object code, APIs, algorithms, models, prompts, methodologies, classification logic, taxonomies, libraries, tools, templates, designs, documentation, improvements, enhancements, derivative works, and know-how.
11.3 Client Use
Subject to payment of applicable Fees, Client may use Custom Development functionality as part of the Services under this Agreement.
Payment for Custom Development does not constitute a transfer or assignment of intellectual property unless expressly stated in a written agreement signed by an authorized representative of V-Ter.
12.1 Confidential Information
Each party may receive non-public information of the other party that reasonably should be understood to be confidential (“Confidential Information”).
V-Ter Confidential Information includes, without limitation, non-public pricing, algorithms, models, methodologies, APIs, API documentation, technical specifications, architecture, security information, product roadmaps, commercial terms, source code, and other proprietary technology.
12.2 Obligations
The receiving party shall:
(a) use Confidential Information only for purposes of the parties’ business relationship;
(b) protect it using at least reasonable care;
(c) disclose it only to personnel, professional advisers, contractors, and affiliates having a need to know and subject to appropriate confidentiality obligations; and
(d) not disclose it to any other third party without authorization.
12.3 Exclusions
Confidential Information does not include information that the receiving party can demonstrate:
(a) is or becomes publicly available without breach;
(b) was lawfully known without confidentiality obligation;
(c) was independently developed without use of the disclosing party’s Confidential Information; or
(d) was lawfully received from a third party without confidentiality restriction.
12.4 Required Disclosure
A receiving party may disclose Confidential Information where legally required, provided that, where legally permitted, it gives reasonable notice to the disclosing party.
13.1 Compliance
Each party shall comply with data protection laws applicable to its respective processing activities.
13.2 Roles
For personal data relating to Client’s Account administrators, contacts, and authorized users that V-Ter processes for account administration, security, billing, communications, and its own legal obligations, V-Ter acts as an independent controller to the extent required by applicable law.
Where V-Ter processes other personal data solely on Client’s behalf through the Services, Client acts as controller and V-Ter acts as processor, to the extent those concepts apply.
13.3 Instructions
V-Ter shall process personal data on Client’s behalf only in accordance with Client’s documented instructions and applicable law.
For this purpose, Client’s documented instructions consist of this Agreement, applicable Order Forms, and Client’s ordinary configurations, API calls, uploads, and requests through the Services.
13.4 Client Responsibilities
Client warrants that:
(a) it has a lawful basis for processing personal data submitted to the Services;
(b) it has provided required privacy notices;
(c) its instructions comply with applicable law; and
(d) it will not submit personal data that Client is prohibited from processing.
13.5 Subprocessors
Client grants V-Ter general authorization to use subprocessors.
V-Ter shall impose appropriate data protection obligations upon subprocessors and will make information concerning material subprocessors available on reasonable request.
13.6 Security
V-Ter shall maintain commercially reasonable technical and organizational measures appropriate to the nature of the Services and risks presented by the processing.
13.7 Personal Data Breaches
V-Ter shall notify Client without undue delay after becoming aware of a personal data breach affecting personal data processed by V-Ter on Client’s behalf.
Such notice does not constitute an admission of fault or liability.
13.8 Assistance
Taking into account the nature of processing and information available to V-Ter, V-Ter will provide reasonable assistance required of a processor under applicable law.
Assistance beyond V-Ter’s legal obligations or standard Platform functionality may be subject to additional Fees.
V-Ter is not required to implement requirements arising solely from Client’s internal policies unless expressly agreed in writing.
13.9 Audits
Upon reasonable written request, no more than once per twelve-month period unless otherwise required by applicable law or a competent authority, V-Ter will provide information reasonably necessary to demonstrate compliance with its processor obligations.
An on-site audit may be conducted only where documentation is demonstrably insufficient or where required by a competent authority, subject to reasonable notice, confidentiality, non-disruption requirements, use of a non-competitor auditor, and reimbursement of V-Ter’s reasonable costs.
13.10 International Transfers
Where required by applicable data protection law, applicable Standard Contractual Clauses, the UK International Data Transfer Addendum, or other legally recognized transfer mechanisms shall apply.
13.11 Client DPA
Any data processing agreement supplied by Client shall have no effect unless expressly executed by an authorized representative of V-Ter.
Where the parties execute a separate DPA, it shall prevail over this Section solely with respect to the processing of personal data and only to the extent of an actual conflict.
V-Ter may immediately Suspend all or part of the Services, including API access, where V-Ter reasonably believes that:
(a) Fees are overdue;
(b) Client has breached this Agreement;
(c) Client’s use creates a security or integrity risk;
(d) credentials have been compromised;
(e) Client’s activity may violate sanctions, export-control, customs, trade, or other applicable law;
(f) Client is using the Services fraudulently or unlawfully;
(g) Client’s activity threatens the Services or other customers; or
(h) Suspension is reasonably necessary to comply with law, a governmental request, or security requirements.
Where reasonably practicable, V-Ter will notify Client of Suspension.
Suspension does not relieve Client of payment obligations and does not create liability for V-Ter.
15.1 Indemnity
To the fullest extent permitted by applicable law, Client shall indemnify, defend, and hold harmless V-Ter, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, governmental claims, liabilities, assessments, damages, losses, penalties, fines, duties, taxes, tariffs, interest, costs, and reasonable attorneys’ fees arising out of or relating to:
(a) Client’s breach of this Agreement;
(b) Client Data;
(c) Client’s use or misuse of the Services or Outputs;
(d) Client’s failure to review or validate an Output;
(e) any customs declaration, classification, valuation, origin determination, tariff treatment, or other submission made by or on behalf of Client;
(f) duties, taxes, tariffs, penalties, customs reassessments, seizures, detentions, or governmental charges relating to Client’s transactions;
(g) Client’s violation of sanctions, export-control, import-control, customs, trade, privacy, or other applicable law;
(h) claims by Client’s customers, shippers, consignees, consignors, carriers, brokers, marketplaces, business partners, or other third parties arising from Client’s use of the Services or Outputs;
(i) Client’s unauthorized use of V-Ter intellectual property, API, branding, or Confidential Information; or
(j) infringement or violation of third-party rights caused by Client Data or Client’s activities.
15.2 Indemnity Procedure
V-Ter shall provide reasonable notice of an indemnified claim.
Client may control the defense with counsel reasonably acceptable to V-Ter, provided that Client may not settle any claim in a manner that admits wrongdoing by, imposes liability upon, or requires action by V-Ter without V-Ter’s prior written consent.
V-Ter may participate in the defense with counsel of its choice at its own expense.
16.1 Limited Service Commitment
V-Ter will use commercially reasonable efforts to operate and maintain the Services in accordance with generally accepted industry practices.
16.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, OUTPUTS, DATA, APIs, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, V-TER DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AND RESULTS.
V-TER DOES NOT WARRANT THAT:
(a) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
(b) ALL ERRORS WILL BE CORRECTED;
(c) ANY OUTPUT WILL BE ACCURATE OR COMPLETE;
(d) ANY OUTPUT WILL BE ACCEPTED BY A CUSTOMS OR GOVERNMENTAL AUTHORITY;
(e) A SCREENING FUNCTION WILL IDENTIFY EVERY RESTRICTED OR SANCTIONED PERSON, ENTITY, PRODUCT, DESTINATION, OR TRANSACTION; OR
(f) USE OF THE SERVICES WILL ENSURE CLIENT’S COMPLIANCE WITH APPLICABLE LAW.
16.3 No Insurance
V-Ter is not an insurer.
The Fees charged for the Services do not include any premium or consideration for V-Ter’s assumption of the risk of loss, detention, seizure, delay, damage, customs assessment, penalty, duty, tax, tariff, or other liability relating to Client’s goods, shipments, transactions, or business.
Client is solely responsible for maintaining insurance appropriate to its operations.
17.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, V-TER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY:
OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 Specific Exclusions
Without limiting Section 17.1, V-Ter shall not be liable for losses resulting from:
(a) inaccurate, incomplete, or ambiguous Client Data;
(b) Client’s reliance upon an Output without appropriate review;
(c) any determination by a customs, tax, regulatory, or governmental authority;
(d) changes in laws, tariffs, sanctions, restrictions, governmental interpretations, or third-party databases;
(e) customs duties, taxes, tariffs, penalties, fines, interest, detention, seizure, confiscation, or delay;
(f) sanctions or denied-party screening results;
(g) third-party services, networks, databases, APIs, carriers, customs brokers, or governmental systems;
(h) unauthorized access resulting from Client’s acts or omissions; or
(i) Client’s use or inability to use the Services.
17.3 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, V-TER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO V-TER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The existence of multiple claims shall not increase this limitation.
17.4 Basis of Bargain
Client acknowledges that the limitations and exclusions in this Section are a fundamental basis of the commercial bargain and are reflected in the Fees.
They shall apply notwithstanding any failure of essential purpose of a limited remedy.
18.1 Term
This Agreement begins on the Effective Date.
Where an Order Form specifies a fixed subscription or service term, that term governs the applicable Services.
Where no fixed term applies, either party may terminate the Agreement upon thirty (30) days’ written notice.
18.2 Termination for Breach
Either party may terminate this Agreement for a material breach that remains uncured thirty (30) days after written notice describing the breach.
18.3 Immediate Action by V-Ter
V-Ter may Suspend or terminate the Services immediately for:
18.4 Effect of Termination
Termination does not relieve Client of payment obligations accrued before termination or amounts committed under a non-cancellable Order Form.
Except where required by law or expressly provided in an Order Form, Fees already paid are non-refundable.
18.5 Survival
Sections concerning payment, intellectual property, confidentiality, Client Data, Custom Development, indemnification, disclaimers, limitation of liability, dispute resolution, and any provisions that by their nature should survive shall survive termination.
Neither party shall be liable for delay or failure to perform, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, governmental action, sanctions, regulatory changes, strikes, telecommunications or internet failures, cloud or data-provider outages, cyberattacks, power failures, or failure of critical third-party infrastructure.
The affected party shall use commercially reasonable efforts to mitigate the effects of the event.
20.1 Assignment
Client may not assign or transfer this Agreement without V-Ter’s prior written consent.
V-Ter may assign this Agreement in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of the relevant business or assets.
20.2 Independent Contractors
The parties are independent contractors.
Nothing creates a partnership, joint venture, fiduciary relationship, agency, employment relationship, or authority for either party to bind the other.
20.3 Entire Agreement
This Agreement and applicable Order Forms constitute the entire agreement concerning their subject matter and supersede prior or contemporaneous representations, proposals, negotiations, and communications.
Except for amendments made pursuant to Section 2, an amendment must be in writing and signed or electronically accepted by authorized representatives of both parties.
20.4 Waiver
Failure to enforce a provision does not constitute waiver of that provision or any other provision.
20.5 Severability
If a provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is impossible, and the remainder shall remain in effect.
20.6 Notices
Notices under this Agreement shall be in writing and may be delivered by email, recognized courier, certified or registered mail, or other electronic method capable of providing evidence of transmission.
Notices to V-Ter may also be delivered to:
V-Ter Solutions LLC
131 Continental Dr, Suite 305
Newark, DE 19713
United States
20.7 Governing Law
This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties shall be governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
20.8 Exclusive Jurisdiction
The parties irrevocably agree that the state and federal courts located in the State of Delaware shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement or the Services.
Each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based upon venue, inconvenient forum, or similar doctrine.
Nothing in this Section prevents V-Ter from seeking temporary, injunctive, or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, systems, or security.
20.9 WAIVER OF JURY TRIAL
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
20.10 Business-to-Business Agreement
Client represents and warrants that it enters into this Agreement solely in the course of its trade, business, or profession and not as a consumer.
Last updated September 30, 2026