Terms of Use

1. Acceptance of These Terms

These Terms of Use (the "Terms") are entered into between Vertex 180 LLC, a Florida limited liability company with its principal place of business at 19340 Wind Dancer Street, Lutz, FL 33558 ("Vertex 180," "we," "us," or "our"), and you, the individual accessing the Vertex 180 Platform in connection with your relocation ("Transferee," "User," or "you").

You accept these Terms by clicking "I Agree" (or substantially similar) at first sign-in, by completing account registration, or by accessing or using the Platform after such acceptance. If you do not agree to these Terms in full, do not access or use the Platform.

2. Definitions

Capitalized terms have the meanings set forth below. Terms not defined here have the meanings given in the Vertex 180 Privacy Policy.

"AI Assistant" or "Sir Vey Butler" means the AI assistant feature made available through the Platform, governed by separate AI Supplemental Terms incorporated into these Terms by reference.

"Authorized User" means an individual authorized by an Employer Customer to access the Platform on the Employer Customer's behalf.

"Employer Customer" means an employer or other organization that has entered into a written agreement with Vertex 180 to procure relocation services through the Platform on a Transferee's behalf. References in these Terms to "your Employer Customer" apply only where you have Employer-Sponsored Access (Section 3.1); they do not apply to Self-Serve Access.

"Employer-Sponsored Access" and "Self-Serve Access" means the two access modes defined in Section 3.1.

"Payment Processor" means the third-party regulated payment-services provider that Vertex 180 engages from time to time to execute payments associated with your relocation. The identity of the current Payment Processor is published at vertex180.ai/legal/payment-processors and may change at Vertex 180's discretion.

"Platform" means the Vertex 180 global mobility software-as-a-service platform, including its web and mobile applications, the AI Assistant, ReloWallet, supplier marketplace functions, communications channels, related APIs, and any updates.

"Privacy Policy" means the Vertex 180 Privacy Policy currently in effect, available at vertex180.ai/privacy, as updated from time to time.

"ReloWallet" means the in-Platform feature for tracking, allocating, and (where applicable) facilitating payments associated with your relocation, in conjunction with a Payment Processor.

"Services" means the Platform, the vertex180.ai website, and any related services made available by Vertex 180 to you.

"Supplier" means a third-party provider engaged through the Platform to deliver one or more relocation-related services.

"User Content" means any information, data, files, voice recordings, video recordings, photographs, messages, or other content you submit through the Platform.

3. Eligibility and Account

3.1 Eligibility, Access Modes, and Provisioning

You must be at least eighteen (18) years of age (or, if higher, the age of legal majority in your jurisdiction of residence), have legal capacity to form a binding contract, and not be barred from receiving the Services under applicable trade-control or sanctions laws. Access to the Platform is by either:

Employer-Sponsored Access — invitation provisioned through an Employer Customer that has engaged Vertex 180 to coordinate your relocation; or

Self-Serve Access — direct sign-up by you, where Vertex 180 makes the Platform available on a self-serve basis to individuals managing their own relocation.

The features available to you, the payment models that apply (see Section 8), and any fees you may pay to Vertex 180 (see Section 8.6) may differ depending on your access mode.

3.2 Family and Household Information

Your relocation may involve information about household members, including spouses, partners, dependents, and minor children. By providing such information, you represent that you have authority to do so on the household member's behalf and to provide it for use in connection with your relocation. Vertex 180 does not knowingly collect personal information directly from any individual under sixteen (16). If you believe a child has provided personal information to Vertex 180 directly, contact privacy@vertex180.ai for prompt deletion.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Platform credentials and for activity under your account, except where the activity results from Vertex 180's gross negligence or willful misconduct. You agree not to share credentials, to use only the authentication methods we provide, to immediately notify security@vertex180.ai of any suspected unauthorized use, and to cooperate in any investigation. Vertex 180 may suspend, terminate, or restrict your account at any time if it reasonably believes your credentials have been compromised or your account is being used in violation of these Terms.

4. License to Use the Platform

Subject to your continued compliance with these Terms, Vertex 180 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your use of the Platform (and any post-engagement read-only access period under Section 17), to access and use the Platform solely for the personal, non-commercial purpose of managing and completing your relocation. All rights not expressly granted are reserved.

5. Prohibited Conduct

You agree that you will not, and will not attempt to:

• access or interact with the Platform other than through the interfaces and authentication methods we provide;
• share, transfer, or sell your account credentials, or impersonate any other person on the Platform;
• access, copy, mirror, scrape, or harvest data from the Platform, whether by automated means or otherwise, except as expressly authorized;
• reverse-engineer, decompile, disassemble, decrypt, or attempt to derive the source code of any portion of the Platform, except to the extent applicable law expressly prohibits the contractual waiver of such rights;
• interfere with, disrupt, or circumvent the security, integrity, or performance of the Platform, including by introducing malware, conducting denial-of-service activity, or attempting to gain unauthorized access to any account, system, or data;
• use the Platform, the AI Assistant, ReloWallet, or any communications channel to engage in unlawful, fraudulent, deceptive, harassing, defamatory, threatening, or infringing activity;
• submit false, misleading, or fraudulent information, including for purposes of payment, identity verification, immigration, tax, or insurance;
• use any output of the AI Assistant or any data obtained through the Platform to develop, train, fine-tune, evaluate, or improve any other artificial-intelligence model or competing service;
• remove, alter, or obscure any proprietary notices on or in the Platform;
• use the Platform in any manner that violates applicable export-control or sanctions laws, including the U.S. Export Administration Regulations and the regulations of the U.S. Office of Foreign Assets Control (OFAC); or
• aid, abet, or encourage any third party in any of the foregoing.

6. Communications, Monitoring, and Recording

The Platform consolidates and analyzes communications and information arising from your relocation. By using the Platform, you acknowledge and consent to the following.

6.1 Communications Captured

All communications between you and any other party (including Vertex 180 personnel, Suppliers, and (where applicable) Employer Customer personnel) that occur in or through the Platform — including in-app chat, email, SMS, WhatsApp, voice calls, video meetings, and meetings hosted on integrated services such as Microsoft Teams, Zoom, or Google Meet — may be captured, stored, indexed, and retained against your relocation case file.

6.2 Recordings, Transcripts, and Voice/Video Intake

Voice calls and video meetings conducted through or escalated from the Platform may be recorded and automatically transcribed. Where Vertex 180 is the host or a participant, your acceptance of these Terms is your express consent to such recording and transcription; where you initiate or participate in a recorded session in a jurisdiction requiring all-party consent, you also represent that you have obtained the consent of any other party. As part of relocation intake, the Platform may invite you to provide a voice-based interview with the AI Assistant and to record a video walkthrough of your residence to estimate household-goods volume; such collection occurs only with your participation and is processed solely to deliver the Services subject to the Privacy Policy.

6.3 Sentiment and Communications Analysis

Vertex 180 may apply automated sentiment analysis, classification, and topic-extraction to communications captured through the Platform to identify dissatisfaction, escalate issues, improve service quality, and operate the Services. Output of such analysis is used by Vertex 180 and may be shared with your Employer Customer (if applicable) or assigned Suppliers as necessary. Vertex 180 does not use the content of your communications to train any artificial-intelligence model except as expressly permitted by the AI Supplemental Terms.

6.4 Retention

Communications, recordings, transcripts, and analytical outputs are retained in accordance with the Privacy Policy and any data-processing agreement between Vertex 180 and your Employer Customer (if applicable), and may be retained beyond the term of your relocation to satisfy legal, audit, tax, and dispute-resolution requirements.

7. Sir Vey Butler AI Assistant

The Platform includes an AI-powered conversational assistant, "Sir Vey Butler" (the "AI Assistant"). Outputs of the AI Assistant are produced by software and do not constitute legal, tax, immigration, financial, accounting, real-estate, insurance, medical, mental-health, or professional human-resources advice; you should not rely on AI Assistant outputs to make any decision with legal, financial, or significant personal consequences without independently verifying the information with a qualified professional. Your use of the AI Assistant is further governed by the Vertex 180 AI Supplemental Terms, available at vertex180.ai/legal/ai-supplemental-terms (the "AI Supplemental Terms"), which are incorporated into these Terms by reference and which include provisions on AI-output disclaimers, training-data use, prohibited uses, and amendment.

8. ReloWallet and Payment Services

8.1 Overview

ReloWallet is the in-Platform feature that displays your relocation budget, tracks the services commissioned on your behalf, and — where applicable — facilitates payments in connection with your relocation. Depending on how your relocation is structured, ReloWallet may be used to (a) display a budget pre-funded by an Employer Customer that has engaged Vertex 180 to commission Suppliers on your behalf; (b) deliver a direct payment from an Employer Customer to you; (c) facilitate payments from you to Suppliers using funds you control (whether previously received from an Employer Customer or your own); or (d) any combination of the foregoing.

8.2 Vertex 180 Is Not a Bank

Vertex 180 is not a bank, broker-dealer, money transmitter, money-services business, electronic-money institution, or other regulated financial-services provider. Vertex 180 does not hold your funds, accept deposits from you, or extend you credit. Where the Platform shows a "wallet," "balance," or "funding" view, that is a ledger view; the underlying funds, where any exist, are held and processed by a third-party Payment Processor or by your Employer Customer, not by Vertex 180.

8.3 Payments You Receive

If you are entitled to receive a direct payment in connection with your relocation (whether from an Employer Customer, from a Supplier, or otherwise), Vertex 180 will use a third-party Payment Processor to execute that payment. You authorize Vertex 180 to share with the Payment Processor the information necessary to deliver that payment, including your full name, address, taxpayer identification number, and bank-account and routing details. The Payment Processor may require you to complete its own identity-verification ("know-your-customer") procedures and to accept its own customer agreement before processing the payment; those procedures and that agreement are between you and the Payment Processor (not Vertex 180), and Vertex 180 will direct you to the Payment Processor's flow at the time you first elect to receive a direct payment.

8.4 Payments You Make to Suppliers

Where you elect to use ReloWallet to pay a Supplier from funds you control, Vertex 180 will use a Payment Processor to execute that payment on your instruction. You authorize Vertex 180 to share the payment instruction and the information necessary to execute it with the Payment Processor for that limited purpose. Disputes regarding services received from a Supplier are handled per Section 9; disputes regarding the payment itself (including authorization, fraud, refund, or chargeback) are handled per the Payment Processor's customer agreement with you and the rules of the relevant payment network, not by Vertex 180.

8.5 Payments Made by Vertex 180 on Your Behalf (Employer-Sponsored)

Where your Employer Customer has engaged Vertex 180 to commission Suppliers from a pre-funded budget on your behalf, the funds used for those payments are your Employer Customer's funds (not yours), are managed under Vertex 180's separate agreement with your Employer Customer, and are subject to your Employer Customer's instructions. Vertex 180 has no obligation to advance, guarantee, or substitute funding where your Employer Customer has not provided sufficient funding or instructions.

8.6 Vertex 180 Platform Fees

Where you have Employer-Sponsored Access, Vertex 180 does not charge you any fee for accessing or using ReloWallet. Where you have Self-Serve Access, Vertex 180 may charge you a Platform usage fee, subscription fee, or transaction fee; the applicable fee, payment method, and billing terms will be disclosed to you at the time of purchase or subscription, and your acceptance at that time is in addition to your acceptance of these Terms.

8.7 Tax

Payments made to or on behalf of you through ReloWallet — whether received by you directly, paid to a Supplier on your behalf, or otherwise — may constitute taxable income, fringe benefits, or deductible expenses under applicable law. Vertex 180 does not provide tax advice. You are solely responsible for understanding and complying with the tax consequences of your relocation activities and for consulting a qualified tax professional.

8.8 Cross-Border Payments

Cross-border payments may be subject to additional Payment Processor fees, foreign-exchange spreads, regulatory disclosures, or processing delays.

9. Suppliers and the Marketplace

Vertex 180 makes the Platform available so that Suppliers may deliver relocation-related services. Suppliers are independent third parties and are not employees, agents, partners, joint venturers, or franchisees of Vertex 180. Vertex 180 does not perform moving, real-estate, immigration, destination, temporary-housing, mortgage, insurance, banking, payment, legal, tax, or financial-advisory services itself. Suppliers may be selected by Vertex 180, by your Employer Customer (where applicable, in accordance with that Employer Customer's relocation policy), or by you, depending on how your relocation is structured. Where an Employer Customer's policy applies, your choice among Suppliers may be limited by that policy. Vertex 180 may conduct reasonable diligence on Suppliers and remove Suppliers for non-performance, fraud, or other cause; however, Vertex 180 makes no representation or warranty regarding the licensing, qualifications, insurance, performance, conduct, ethics, or solvency of any Supplier. Disputes regarding the quality, scope, timeliness, completion, damage, or loss arising out of Supplier services are, in the first instance, between you and the Supplier (and your Employer Customer, where applicable); Vertex 180 may, in its sole discretion, facilitate communications, escalate complaints, or coordinate remedial action, but assumes no obligation to do so and is not a party to any contract for services between you, the Supplier, or any Employer Customer.

10. User Content; Feedback

As between you and Vertex 180, you retain ownership of your User Content. You represent that you have all rights necessary to submit your User Content to the Platform and that it does not violate any third-party right or applicable law. You hereby grant Vertex 180, its affiliates, and its service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, transmit, process, display, analyze, translate, and create derivative works of your User Content solely as necessary to operate the Services, deliver your relocation, comply with legal obligations, enforce these Terms, and develop and maintain Service operability and security. If you provide ideas, suggestions, comments, or other feedback ("Feedback"), you grant Vertex 180 a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate the Feedback into the Services or any other Vertex 180 product without obligation to you.

11. Intellectual Property

The Platform, the vertex180.ai website, the Sir Vey Butler AI Assistant, the ReloWallet user interface, all underlying software, models, prompts, system instructions, documentation, designs, and the names, logos, and trademarks of Vertex 180 are owned by Vertex 180 or its licensors and protected by U.S. and international intellectual-property laws. Except for the limited license expressly granted in Section 4, these Terms grant you no right, title, or interest in any Vertex 180 intellectual property.

12. Privacy and Data Protection

Our collection and use of personal information are described in the Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms, you acknowledge that you have read the Privacy Policy.

Where you have Employer-Sponsored Access and Vertex 180 processes personal information about you on the instructions of your Employer Customer in connection with your relocation, your Employer Customer is the primary data controller for that information and Vertex 180 acts as a data processor on your Employer Customer's behalf; for privacy questions or requests concerning information processed in that capacity, contact your Employer Customer's human-resources or mobility team. Where Vertex 180 collects information directly from you (including all information collected under Self-Serve Access, and any technical information automatically collected about your use of the Services), Vertex 180 acts as the controller. Your privacy rights — including rights under the GDPR, UK GDPR, CCPA, and CPRA — are described in the Privacy Policy, and you may exercise them by contacting privacy@vertex180.ai.

13. Third-Party Services and Links

The Platform may integrate with, link to, or rely on third-party products, services, content, or websites (including the Payment Processor, video-conferencing services, e-signature platforms, immigration providers, identity-verification services, and Employer Customer human-resources information systems where applicable). Such third-party services are governed by their own terms and privacy policies, which you accept directly with those parties (not through Vertex 180). Vertex 180 does not control, endorse, or assume responsibility for any third-party service.

14. Disclaimers of Warranty

THE SERVICES, INCLUDING THE PLATFORM, THE AI ASSISTANT, AND RELOWALLET, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEX 180 AND ITS LICENSORS, AFFILIATES, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, VERTEX 180 DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT ANY OUTPUT OF THE AI ASSISTANT WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY PURPOSE; OR THAT ANY SUPPLIER OR THE PAYMENT PROCESSOR WILL PERFORM SERVICES TO ANY PARTICULAR STANDARD. Some jurisdictions do not allow the exclusion of certain warranties, so some or all of the above exclusions may not apply to you to the extent prohibited by applicable law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERTEX 180, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, THE AI ASSISTANT, RELOWALLET, OR ANY ACT OR OMISSION OF A SUPPLIER OR THE PAYMENT PROCESSOR, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF VERTEX 180 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF VERTEX 180 AND ITS AFFILIATES TO YOU FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (a) ONE HUNDRED U.S. DOLLARS (US$100); OR (b) THE AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO VERTEX 180 IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The limitations in this Section do not apply to liability that cannot be excluded under applicable law, including liability for fraud, willful misconduct, or gross negligence.

16. Indemnification by You

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Vertex 180, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, suits, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of (a) your access to or use of the Services in violation of these Terms; (b) your User Content; (c) your violation of any applicable law, regulation, or third-party right; (d) your fraudulent, unlawful, or willfully tortious conduct; or (e) any inaccuracy or material omission in any information you submit to Vertex 180, the AI Assistant, ReloWallet, the Payment Processor, or any Supplier. Vertex 180 reserves the right to assume the exclusive defense and control of any such matter at its expense, and you will not settle any claim subject to this Section without Vertex 180's prior written consent.

17. Term, Termination, and Account Lifecycle

These Terms become effective on your acceptance and continue for so long as you have access to the Platform (and any post-engagement read-only access period defined below), unless earlier terminated. Vertex 180 may suspend or terminate your access at any time, with or without notice, if your relocation engagement ends, your Employer Customer (if applicable) instructs us to do so, you breach these Terms or applicable law, we reasonably believe your account has been compromised or used fraudulently, you fail to pay any applicable Vertex 180 Platform fee under Section 8.6, or we cease to make the Services generally available. You may terminate your account at any time by contacting support@vertex180.ai, subject to your Employer Customer's instructions where applicable.

Upon completion of your relocation (or, for Self-Serve Access, upon termination of your subscription or your last use of the Services), Vertex 180 will use commercially reasonable efforts to provide you with read-only access to your relocation case file, the ReloWallet ledger, invoices, and document records (the "Post-Engagement Access") for twelve (12) months from that date (the "Post-Engagement Access Period"). Vertex 180 may modify, suspend, or restrict Post-Engagement Access for legitimate operational, security, legal, or compliance reasons, or at the instruction of your Employer Customer (if applicable).

At the end of the Post-Engagement Access Period, Vertex 180 will delete or anonymize your active account and User Content for which Vertex 180 acts as controller, in accordance with the Privacy Policy. Vertex 180 may retain certain information beyond that period as required for legal, regulatory, audit, tax, accounting, dispute-resolution, or enforcement purposes. You should download or export records you wish to retain (including ReloWallet history) before the end of the Post-Engagement Access Period.

Upon termination, the license under Section 4 ends and you must cease all access to the Services. Any provision of these Terms that by its nature should survive will survive termination.

18. Changes to These Terms

Vertex 180 may modify these Terms (and the AI Supplemental Terms) from time to time. We will post the updated Terms on the Platform with a revised "Last Updated" date. For material changes, we will provide more prominent notice — by in-Platform banner, in-Platform notification at next sign-in, or email — at least fifteen (15) days before the change takes effect, except where a shorter notice period is required by law, security, or fraud-prevention considerations. Your continued access to or use of the Services after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree to an update, you must stop using the Services and may request termination under Section 17. Notwithstanding the foregoing, no amendment will permit Vertex 180 to use your inputs or outputs to train any artificial-intelligence model that is or could be made available outside the Platform unless you provide affirmative opt-in consent under Section 5 of the AI Supplemental Terms.

19. Notices

Notices to Vertex 180 must be sent to: Vertex 180 LLC, Attn: Legal Department, 19340 Wind Dancer Street, Lutz, FL 33558, USA; email: legal@vertex180.ai. Notices to you may be given by email to the address associated with your Platform account, by in-Platform notification, or by any other reasonable means; you are responsible for keeping your contact information current. A notice is effective on personal delivery, on receipt of email confirmation that the message was delivered without bounce within twenty-four (24) hours, or one (1) business day after dispatch by a recognized overnight courier service.

20. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms, the Services, the AI Assistant, ReloWallet, or your relationship with Vertex 180 are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods (which shall not apply). You and Vertex 180 each irrevocably submit to the exclusive jurisdiction of the state courts of Florida sitting in Hillsborough County, or the federal courts of the United States for the Middle District of Florida (Tampa Division), and waive any objection to such jurisdiction or venue. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information. Nothing in this Section limits any non-waivable consumer-protection rights you may have under the laws of your jurisdiction of residence.

21. International Users and Cross-Border Data

The Services are operated from the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws. Cross-border transfers of personal information rely on the safeguards described in the Privacy Policy, which may include the European Commission's Standard Contractual Clauses, the United Kingdom International Data Transfer Addendum, or other legally recognized transfer mechanisms. Your privacy rights under the GDPR, UK GDPR, CCPA, CPRA, and other applicable laws are described in Section 8 of the Privacy Policy.

22. General Provisions

These Terms, together with the Privacy Policy, the AI Supplemental Terms, and any agreement between Vertex 180 and your Employer Customer (if applicable), constitute the entire agreement between you and Vertex 180 with respect to the Services and supersede all prior or contemporaneous agreements with respect to the same subject matter. For the avoidance of doubt, any customer agreement you may enter into directly with the Payment Processor or any other third party is separate from these Terms; Vertex 180 is not a party to such agreements. These Terms do not create third-party beneficiary rights, except that Vertex 180's affiliates and indemnified persons are intended beneficiaries of the disclaimers, limitations, and indemnification provisions. You may not assign these Terms without Vertex 180's prior written consent; Vertex 180 may freely assign in connection with a merger, acquisition, sale of assets, internal reorganization, or to its affiliates. If any provision is held invalid or unenforceable, that provision will be limited to the minimum extent necessary to make it valid or, if not possible, severed; the remaining provisions remain in full force. No failure or delay by Vertex 180 in exercising any right operates as a waiver, and any waiver must be in writing signed by Vertex 180 to be effective. Vertex 180 will not be liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, labor disturbance, telecommunications or internet failure, third-party vendor failure (including the Payment Processor or any cloud-infrastructure provider), pandemic, or governmental action. The parties are independent contractors; nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship. Section headings are for convenience only; the words "including" and "such as" are illustrative and not limiting; these Terms have been negotiated in good faith and will not be construed against either party as drafter. Your click-through acceptance and any electronic signature has the same legal effect as a handwritten signature, and you consent to electronic delivery of these Terms (and the AI Supplemental Terms), the Privacy Policy, and any updates, notices, or disclosures.

23. Click-Through Acceptance

BY CLICKING "I AGREE," YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, CLICK "I DECLINE" AND DO NOT ACCESS OR USE THE PLATFORM.