This website and the materials provided by Vortex Data Analytics Systems and its affiliates ("VDA Systems") are intended for personal and informational use by its business partners, customers, and employees. By accessing, browsing, or using this website or the downloadable materials available through it, you agree to abide by these Terms of Use and any additional terms and conditions that may accompany specific materials provided on this website (collectively, the “Terms”). These Terms govern your interaction with the website and its materials (defined below). If you are accessing the website on behalf of an entity, you represent and warrant that you have the authority to accept these Terms on behalf of that entity and to bind it accordingly. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THIS WEBSITE OR ANY MATERIALS FROM IT.

2.1 Application: These Terms apply to all websites where they are posted, displayed, or referenced ("Website/Websites"), whether sponsored, managed, or hosted by VDA Systems or third parties, excluding agreements entered into using electronic signature tools on the Websites. In case of conflict, the terms of any agreements executed through electronic signature tools on the Websites shall prevail over these Terms. Any modifications to these Terms will not retroactively alter any contractual agreements unless explicitly agreed upon in writing. The Terms also apply to resources and tools provided through the Websites, including developer tools, software, download areas, research areas, community forums, chat rooms, blogs, sharing sites, and product information. Additionally, these Terms apply to documents made available on the Websites such as white papers, press releases, datasheets, and specification documents, excluding separate agreements entered through the Website’s electronic signature tool. Hereafter, these documents will be referred to as the "Materials."

2.2 Supplementary Terms for Materials and Sub-Sites: Certain Materials or sub-sites accessible via the Websites may have their own supplementary terms and conditions. By accessing or using those Materials or sub-sites, you agree to be bound by the applicable supplementary terms and conditions. These Terms will apply and remain in effect with respect to those Materials and sub-sites. In case of conflict or superseding terms, the supplementary terms and conditions will govern and control.

2.3 Changes and Updates to Terms: VDA Systems may, at its discretion, substitute, add to, change, or remove any part of these Terms at any time without notice ("Modified Terms"). Modified Terms become effective when posted by VDA Systems, and your continued use of the Websites or Materials after posting constitutes acceptance of and agreement to be bound by the Modified Terms. The date of posting will be indicated at the beginning of the Modified Terms. If you do not agree to the Modified Terms, you must discontinue use of the Websites and Materials. However, Modified Terms will not affect agreements executed through electronic signature tools on the Websites without prior written consent of the parties involved.

2.4 Translations of Terms: If VDA Systems provides you with a translation of the English language version of these Terms, you agree that the translation is provided for your convenience only and that the English-language versions of these Terms will govern your relationship with VDA Systems. In case of contradiction between the English-language version of these Terms and the translation, the English-language version will govern and control.

2.5 Modification of Websites and Materials: VDA Systems may, at its discretion, substitute, add to, change, remove, disable, or suspend the Websites, the Materials, or any portion thereof, temporarily or permanently, at any time without notice to you. These changes may include, without limitation, alterations to the features, functions, specifications, and pricing of any products or services described in or displayed on the Websites or the Materials.

3.1 Personal Information: Any personal information you submit to VDA Systems through forms on the Websites or the Materials is governed by VDA Systems' Privacy Policy. This notice outlines how VDA Systems collects, processes, and discloses your personal information. By accessing and using the Websites, you acknowledge that you have read and understood VDA Systems' Privacy Notice. Information submitted through the use of an electronic signature tool will not automatically opt you into receiving marketing communications.

3.2 Member Account, Password, and Security: Accessing certain Materials and/or sub-sites may require you to create a member account and choose a password. To use these Materials and sub-sites, you must ensure that all information provided during account registration is accurate, current, and complete. Your account is personal and non-transferable. You are solely responsible for maintaining the confidentiality of your password and account. You may not allow any third party to use your account or use anyone else's account at any time. You are also responsible for all activities that occur under your account. Promptly inform VDA Systems of any unauthorized use of your account or any security breach related to your account or password.

3.3 Misuse of Account: VDA Systems is not liable for any losses you may incur due to someone else using your password or account, whether or not you are aware of such use. However, VDA Systems reserves the right to hold you accountable for losses incurred by VDA Systems or a third party as a result of unauthorized use of your account or password.

3.4 Disabling or Suspension of Account: VDA Systems reserves the right to disable or suspend any account at its discretion, without notice and for any reason, regardless of cause.

4.1 No Unlawful or Prohibited Use: You agree not to use the Websites or the Materials for any unlawful or prohibited purposes under these Terms. Specifically, you must not:

4.1.1 Upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

4.1.2 Use the Websites or the Materials to stalk, harass, or harm another person.

4.1.3 Impersonate any person or entity, including an official of VDA Systems, forum leader, guide, or host, or falsely state or misrepresent your affiliation with VDA Systems or any person or entity. Do not collect or store personal data about other users in connection with any prohibited conduct or activities.

4.1.4 Forge headers or manipulate identifiers in order to disguise the origin of any content transmitted through the Websites or the Materials.

4.1.5 Upload, post, email, transmit, or otherwise make available any content that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information learned or disclosed as part of employment relationships or under nondisclosure agreements).

4.1.6 Upload, post, email, transmit, or otherwise make available any content that infringes or misappropriates any patent, trademark, trade secret, copyright, or any other proprietary rights of VDA Systems or any third party.

4.1.7 Upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

4.1.8 Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment.

4.1.9 Use the Websites or the Materials in any manner that could damage, disable, overburden, or impair any VDA Systems server or network connections, or interfere with any other party's use and enjoyment of the Websites or the Materials.

4.1.10 Circumvent any use-limitation or restricted-access technology used by the Websites or the Materials, or attempt to gain unauthorized access to the Websites or the Materials, or any accounts, computer systems, or networks connected to VDA Systems servers or the Materials.

4.1.11 Violate any applicable local, state, national, or international laws, including regulations of the U.S. Securities and Exchange Commission, national securities exchanges such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations with the force of law.

4.1.12 Provide material support or resources to any organization designated by the United States government as a foreign terrorist organization, or conceal the nature, location, source, or ownership of such support or resources.

4.1.13 Remove any copyright or other proprietary rights notices from the Websites or Materials.

4.1.14 Perform automated searches against VDA Systems' systems, including using automated bots, link checkers, or other scripts or web scraping technologies, without prior written permission from VDA Systems.

4.1.15 Use the Websites or the Materials to create products or perform services that compete or interfere with those offered by VDA Systems.

4.1.16 Text mine, data mine, or harvest metadata from the Websites or the Materials.

4.1.17 Download all or parts of the Websites or the Materials in a systematic or regular manner to create a collection of materials comprising all or a substantial subset of the Websites or the Materials, in any form.

4.2 Enforcement: VDA Systems reserves the right to enforce this section at its discretion. Failure to enforce this section in some instances does not waive VDA Systems' right to enforce it in other instances. This section does not create any private right of action for third parties or any expectation that the Websites or Materials will be free of prohibited content or conduct.

5.1 Retained Rights: You acknowledge and agree that VDA Systems or its licensors retain all legal rights, title, and interest in and to the Websites and the Materials. The Websites and Materials are protected by worldwide copyright laws and treaty provisions. Unless expressly permitted in these Terms, specified in the Materials themselves, or under separate license terms, (a) no license rights or other rights are granted to you under any patents, copyrights, trademarks, or trade secret information, whether by implication, estoppel, or otherwise, and (b) you may not modify, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell the Websites or the Materials. Unauthorized use of the Websites or the Materials may infringe VDA Systems' or third parties’ copyright, trademark, or other proprietary rights, violate laws related to privacy and publicity, and result in civil or criminal liability.

5.2 Patents: You may not use or facilitate the use of the Websites or any Materials for any patent or other intellectual property infringement analysis concerning VDA Systems products. By using the Websites or Materials, you agree to grant VDA Systems (and hereby grant) a non-exclusive, royalty-free license to any patent claims that include subject matter disclosed in the Websites or Materials. You also agree not to assert any claims for patent infringement against VDA Systems based on such patent claims.

6.1 Trademarks: Any trade names, trademarks, service marks, logos, trade dress, and other brand features ("Trademarks") displayed on or within the Websites or Materials are the property of VDA Systems or their respective third-party licensors. These Terms do not grant you any rights to use or display any Trademarks without the prior written permission of VDA Systems or the respective third-party owner.

6.2 Third Party Content: The Websites and Materials may include content submitted by third parties. Such content is provided solely for your convenience and is not reviewed, approved, or endorsed by VDA Systems. VDA Systems assumes no liability for any third-party content, including errors or omissions. By using the Websites, you agree to evaluate and bear all risks associated with any third-party content, including its accuracy, completeness, or usefulness.

6.4 Copyright Permission: Except for confidential information disclosed by VDA Systems via the Websites, the use of content on the Websites or Materials is authorized solely for editorial (e.g., news media) purposes and is subject to these Terms. To request permission for any other use of content, please email copyright@vda.systems with a description of your proposed usage, a link or copy of the materials, and your contact information. VDA Systems reserves the right to approve or reject any request at its sole discretion.

7.1 User Content

7.2 Definition of User Content: "User Content" refers to any content or materials provided, transmitted, or submitted to VDA Systems through the Websites or posted, uploaded, or displayed on the Websites. This includes user registration, participation in public sharing, posting, uploading, linking, downloading, transferring, viewing, blogging, commenting, chat room participation, bulletin board or forum engagement, and submission or transmission of content such as graphics, art, software, code, data, text, video, audio, opinions, descriptions, photographs, and pictures. Notably, user content submitted for general and informational use on VDA Systems' Websites is distinct from content or information processed through the click-to-accept tool.

7.3 Treatment of User Content: VDA Systems does not endorse any User Content or any opinions, recommendations, or advice expressed therein. VDA Systems explicitly disclaims liability associated with User Content. VDA Systems will promptly remove User Content upon proper notification of copyright infringement, as detailed in the "DMCA Copyright Infringement Claim" section. Additionally, VDA Systems reserves the right to remove User Content at its sole discretion and without prior notice to you or any third party.

7.4 Ownership of User Content: VDA Systems does not claim ownership of any User Content. However, unless otherwise agreed in writing, VDA Systems may freely use User Content without compensation. VDA Systems is not obligated to post or utilize any User Content submitted. Unless explicitly agreed upon in writing with an authorized VDA Systems representative, User Content transmitted or posted to the Websites is considered non-confidential and non-proprietary. VDA Systems retains the right, though not the obligation, to use any know-how, ideas, or concepts included in User Content without payment to you.

7.5 License to User Content: By posting, displaying, uploading, inputting, providing, or submitting User Content, you grant VDA Systems, its sublicensees, and users of the Websites or Materials a nonexclusive, royalty-free, perpetual, unlimited, irrevocable, nonterminable, freely transferrable, and freely sublicensable license (through multiple tiers of sublicensees) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display (in whole or in part) the User Content. This license includes incorporating such User Content into other works in any format or medium now known or later developed, for both commercial and non-commercial purposes worldwide.

7.6 User Submitted Code: Any user-submitted code on the Websites is subject to the license specified by the submitting user. Users should use or download such code in accordance with its stated license terms. VDA Systems does not warrant or guarantee user-submitted code and disclaims responsibility for its operation or performance without errors or defects.

7.7 Representations and Warranties: By posting or submitting User Content, you represent and warrant to VDA Systems that you own or control all rights to the User Content necessary for providing, posting, uploading, inputting, or submitting it, and for granting the rights to VDA Systems as outlined. Additionally, you assert that the User Content does not infringe upon or violate the intellectual property rights or proprietary rights of any third party, including publicity or privacy rights.

7.8 Moderation or Pre-Screening: VDA Systems reserves the right, at its sole discretion, to moderate or pre-screen User Content. VDA Systems or its designees may pre-screen, refuse, or remove any User Content from the Websites or Materials without liability, whether under copyright, libel, privacy, obscenity laws, or otherwise. This includes the right to remove User Content at any time and for any reason.

7.9 Security of Your Submissions: Due to the nature of internet transmissions, any User Content submitted or transmitted to or through the Websites may be accessed or intercepted by third parties. Users acknowledge and agree to this inherent risk.

7.10 Unsolicited Idea Submission Policy: VDA Systems does not accept or consider unsolicited ideas, including those related to advertising campaigns, promotions, products, technologies, processes, materials, marketing plans, or product names. Users should refrain from sending original creative artwork, samples, demos, or other works to VDA Systems. This policy aims to prevent misunderstandings or disputes if VDA Systems' products or marketing strategies appear similar to submitted ideas. If unsolicited ideas are sent despite this policy, users understand that VDA Systems provides no assurances of confidentiality or proprietary treatment for such submissions.

8.1 Permission to Use: Permission to use VDA Systems-owned white papers, press releases, datasheets, specification documents, FAQs, and other similar materials ("Documents") available as Materials on the Websites is granted under the following conditions:

• The copyright notice at the bottom of these Terms and this permission notice must appear in all copies of the Documents.

• You may use the Documents solely for your informational and non-commercial personal use.

• The Documents shall not be copied or posted on any network computer or broadcast in any media.

• No modifications shall be made to any Documents.

• You must otherwise comply with all Terms outlined.

Any other use of the Documents requires the express written permission of VDA Systems, which may be withheld at VDA Systems’ sole discretion.

8.2 Classroom Use and Notwithstanding the provisions in the previous paragraph:

Accredited educational institutions, such as K-12 schools, universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution within the classroom setting. Distribution of Documents outside the classroom setting requires express written permission from VDA Systems.

8.1 Permission to Use: Permission to use VDA Systems-owned white papers, press releases, datasheets, specification documents, FAQs, and other similar materials ("Documents") available as Materials on the Websites is granted under the following conditions:

• The copyright notice at the bottom of these Terms and this permission notice must appear in all copies of the Documents.

• You may use the Documents solely for your informational and non-commercial personal use.

• The Documents shall not be copied or posted on any network computer or broadcast in any media.

• No modifications shall be made to any Documents.

• You must otherwise comply with all Terms outlined.

Any other use of the Documents requires the express written permission of VDA Systems, which may be withheld at VDA Systems’ sole discretion.

8.2 Classroom Use and Notwithstanding the provisions in the previous paragraph:

Accredited educational institutions, such as K-12 schools, universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution within the classroom setting. Distribution of Documents outside the classroom setting requires express written permission from VDA Systems.

9.1 License Terms: Any software ("Software") provided for download from the VDA Systems' Websites is the copyrighted work of VDA Systems or its licensors. Your use of the Software is governed by the terms of the applicable end user license agreement ("License Agreement") that accompanies or is included with the Software. By downloading or using the Software, you agree to be bound by the terms of the License Agreement. The Software is made available for download solely for use by end users in accordance with the License Agreement. Unauthorized reproduction or redistribution of the Software is prohibited and may result in severe civil and criminal penalties. If no License Agreement accompanies the Software, then subject to your compliance with these Terms, VDA Systems grants you a limited, nonexclusive, nontransferable, revocable, worldwide, fully paid-up license under VDA Systems’ copyrights (subject to any third-party licensing requirements):

• You may prepare derivative works ("Derivatives") of the Software if provided in source code form by VDA Systems.

• You may display and perform an object code representation of the Software and Derivatives to your customers or partners under written confidentiality agreements.

• You may have these rights performed by contractors working on your behalf, with full liability to VDA Systems.

9.2 Restrictions, except as permitted by these Terms or the accompanying License Agreement:

• You must not use, copy, distribute, sell, modify, adapt, enhance, disassemble, decompile, reverse engineer, or create derivative works from the Software.

• You must not make the Software available for the use or benefit of third parties or use the Software on products not identified in the License Agreement.

• You must not publish or provide any Software benchmark or comparison test results.

Violations will be prosecuted to the maximum extent possible.

9.3 Reproduction and Redistribution: Copying or reproducing VDA Systems Software to any other server or location for further reproduction or redistribution is expressly prohibited unless permitted by the accompanying License Agreement.

9.4 Software Warranty Limitations: The Software is warranted only as specified in the License Agreement. VDA Systems disclaims all other warranties and conditions, including merchantability, fitness for a particular purpose, title, and non-infringement.

9.5 Software Tools and Utilities: VDA Systems provides tools and utilities for use and download as part of the Websites or Software. Accuracy of results derived from these tools or utilities is not assured. Users must respect the intellectual property rights of others when using these tools.

9.6 US Government Restricted Rights: Use, duplication, or disclosure of Software by the U.S. Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. Use constitutes acknowledgment of VDA Systems' proprietary rights.

The Websites and the Materials may contain information regarding VDA Systems products. With regard to all VDA Systems products, you acknowledge and agree that:

10.1 Limitations: EXCEPT AS PROVIDED IN VDA SYSTEMS' TERMS AND CONDITIONS OF SALE FOR ITS PRODUCTS, VDA SYSTEMS ASSUMES NO LIABILITY WHATSOEVER, AND VDA SYSTEMS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, RELATING TO THE SALE OR USE OF VDA SYSTEMS PRODUCTS, INCLUDING LIABILITY OR WARRANTIES RELATING TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR INFRINGEMENT OF ANY PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT.

10.2 Use of VDA Systems Products: If you integrate VDA Systems products into your overall system, you are responsible for the safety of the overall system that includes the VDA Systems products, including compliance with applicable safety-related requirements or standards.

10.3 Changes to Specifications: VDA Systems may make changes to product specifications and product descriptions on the Website or Materials at any time, without notice to you. Designers must not rely on the absence or characteristics of any features or instructions marked "reserved" or "undefined." VDA Systems reserves these for future definition and will have no responsibility whatsoever for conflicts or incompatibilities arising from future changes to them. The product information on the Websites or the Materials is subject to change without notice to you. Do not finalize a design using this information.

10.4 Defects and Errata: The products described in the Websites or the Materials may contain design defects or errors known as errata which may cause the products to deviate from published specifications. Current characterized errata are available on request.

10.5 Benchmarks and Performance Claims: Any performance tests and ratings provided in the Websites and the Materials are measured using specific computer systems and/or components and reflect the approximate performance of VDA Systems products as measured by those tests. For further information about benchmarks and measurements and the performance of VDA Systems products, please visit our Performance Index page.

10.6 Availability: Just because a product is displayed on the Websites or in the Materials does not mean that the product is available for purchase in all countries, jurisdictions, or localities. Contact your local VDA Systems sales office or your distributor to learn the availability of products in your geographic area.

The Websites and/or the Materials may contain links to other Internet sites. The linked sites are not under the control of VDA Systems and VDA Systems is not responsible for the content of any linked site or any link contained in a linked site. VDA Systems reserves the right to terminate any link or linking program at any time. VDA Systems does not endorse companies or products to which it links and reserves the right to note as such on the Websites or the Materials. If you decide to access or use linked sites, you do so entirely at your own risk.

13.1 Exclusion of Warranty: YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

13.2 UNLESS OTHERWISE EXPRESSLY STATED IN THE MATERIALS THEMSELVES OR PURSUANT TO ANY LICENSE TERMS OR PERMISSIONS FOR THE MATERIALS, THE WEBSITES AND THE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. VDA SYSTEMS AND EACH OF ITS SUPPLIERS OR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, TITLE, OR NON-INFRINGEMENT. ACCORDINGLY, YOUR USE OF THE WEBSITES AND THE MATERIALS IS AT YOUR SOLE RISK.

13.3 VDA SYSTEMS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUFFICIENCY OF ANY MATERIALS MADE AVAILABLE THROUGH THE WEBSITES AND AS SUCH YOUR USE OF ANY MATERIALS OBTAINED THROUGH THE USE OF THE WEBSITES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR OTHER DEVICES OR FOR ANY LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE MATERIALS.

13.4 Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT VDA SYSTEMS, ITS LICENSORS AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR:

13.5 ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOST PROFITS, OR SIMILAR LOSS, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITES OR THE MATERIALS, INCLUDING WITHOUT LIMITATION THE USE OR PERFORMANCE OF ANY SOFTWARE, DOCUMENTS, SERVICES, OR INFORMATION MADE AVAILABLE ON THE WEBSITES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY UNDER WHICH SUCH DAMAGES ARE SOUGHT (WHETHER IN AN ACTION FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE (INCLUDING STRICT LIABILITY), OR OTHER ACTION IN TORT).

13.6 ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY CONTENT IN OR ON THE WEBSITES, THE MATERIALS, OR THE DOCUMENTS, ANY CHANGES MADE BY VDA SYSTEMS THERETO, OR ANY PERMANENT OR TEMPORARY CESSATION BY VDA SYSTEMS IN THE PROVISION THEREOF, OR (b) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

13.7 THE FOREGOING LIMITATIONS ON VDA SYSTEMS' LIABILITY WILL APPLY WHETHER OR NOT VDA SYSTEMS KNEW OF, WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO YOUR USE OF THE WEBSITES OR THE MATERIALS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE.

13.8 Indemnification: You agree to indemnify, at VDA Systems’ election defend, and hold VDA Systems and each of its officers, directors, employees, agents, representatives, partners, suppliers, and licensors (the “Indemnified Parties”) harmless from and against all actions, claims, or demands, and all losses, damages, liabilities, fees, fines, penalties, costs, and expenses (including without limitation attorneys’ fees and legal costs) arising from or relating to your breach or violation of the Terms or any content you make available through the Websites or Materials. You acknowledge and agree that VDA Systems may, at any time, assume the exclusive defense and control over any claim for which you owe indemnity to VDA Systems hereunder, and you agree to fully cooperate with VDA Systems, at VDA Systems’ reasonable request, in connection with VDA Systems’ defense and investigation of any such claim. You agree that you will not settle or compromise any claim for which indemnity is owed hereunder without VDA Systems’ prior written consent, which VDA Systems may refuse, withhold, condition, or delay, no matter the reason, in its sole and absolute discretion.

14.1 The Websites and the Materials are controlled or made available from VDA Systems’ offices located in the United States of America. VDA Systems makes no representations or warranties that the Websites or the Materials are appropriate or available for use in other locations, or that your access to them from the territory in which you reside is or will be lawful or in compliance with applicable local laws. Those who choose to access the Websites or the Materials from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Materials available on the Websites are subject to U.S. export control laws and may also be subject to the laws of the country where you reside.

14.2 The Terms constitute the entire agreement between you and VDA Systems and govern your use of the Websites and the Materials. Any claim relating to the Websites and/or the Materials will be governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles and each party will submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware, USA. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms will remain in full force and effect. The section and paragraph headings in these Terms are for convenience of reference only and must not affect the interpretation of this Agreement.