Terms of Service

Last updated: May 27, 2026 Effective date: May 27, 2026

1. Acceptance of these Terms

These Terms of Service ("Terms") are a binding agreement between you and Versys Technologies Inc. ("Versys," "we," "us," or "our"), a Nevada corporation. They govern your access to and use of the Versys Transportation Management System (the "TMS") and any related software, websites, content, documentation, and services we provide.

By creating an account, accessing, or using the TMS, you confirm that:

• You have read and agree to these Terms
• If you are using the TMS on behalf of a business or other organization, you have authority to bind that organization to these Terms — and "you," "your," and "Customer" include that organization
• You are at least 18 years of age and able to enter into a binding contract under applicable law

If you do not agree to these Terms, do not use the TMS.

Definitions used in these Terms

For convenience, the following capitalized terms have these meanings throughout this document:

• "Versys," "we," "us," or "our" — Versys Technologies Inc., a Nevada corporation
• "You," "your," or "Customer" — the business or individual using the TMS, and any organization you bind by accepting these Terms
• "TMS" — the Versys Transportation Management System, including all related software, websites, dashboards, documentation, and services we provide
• "Authorized User" — any person you grant access to the TMS under your account, including your employees, contractors, dispatchers, and other team members
• "System Data" — data generated by, processed through, or derived from activity on the TMS (defined in detail in Section 5(a))
• "User Content" — documents you or your Authorized Users affirmatively upload to the TMS (defined in detail in Section 5(b))
• "Carrier-Specific Data" — System Data attributable to your individual operations in identifiable form (defined in detail in Section 5(c))
• "Aggregated Data" — System Data that has been de-identified, anonymized, or combined with data from other Customers (defined in detail in Section 5(e))

Other capitalized terms used in these Terms have the meanings given to them where defined.

2. About Versys and the Service

Versys provides a Transportation Management System designed for U.S.-based trucking carriers and owner-operators. The TMS offers software tools to help carriers manage loads, drivers, customers, equipment, invoices, settlements, and other operational workflows.

Versys is not:

• A motor carrier
• A freight broker (within the meaning of 49 U.S.C. § 13102(2))
• A freight forwarder
• A factoring company
• A bank, money transmitter, or financial institution

We do not transport freight, broker freight transactions, advance funds against invoices, hold customer funds, set rates, or make business decisions for you. The TMS is a software platform. All operational, financial, dispatch, customer, credit, and compliance decisions remain the responsibility of the Customer.

3. Eligibility and account registration

To register for and use the TMS, you must:

• Be at least 18 years of age
• Operate, or work for, a U.S.-based trucking carrier, owner-operator, or other entity authorized to engage in motor-carrier activity
• Provide accurate, current, and complete information during registration and keep it updated
• Have a valid U.S. DOT number (or equivalent identifier) where applicable
• Have legal authority to bind your business to these Terms

You may not register for or use the TMS if you are:

• Located in a country subject to a U.S. embargo
• Listed on any U.S. government list of prohibited or restricted parties
• Previously banned from using the TMS by Versys

4. Your account, Authorized Users, and security

Authorized Users. You are fully responsible for all activity by your Authorized Users on the TMS, including any breach of these Terms by an Authorized User. You must promptly revoke access for any Authorized User who is no longer authorized to act on your behalf. You acknowledge that any act, omission, or breach by an Authorized User is treated as your own act for purposes of these Terms.

You are responsible for:

• Maintaining the confidentiality of your login credentials and the credentials of your Authorized Users
• All activity that occurs under your account or any Authorized User's account
• Promptly notifying us at Support@versysinc.com if you suspect unauthorized access
• Ensuring that all Authorized Users comply with these Terms

You agree:

• Not to share credentials with anyone outside your organization
• Not to allow shared accounts — each user must have their own login
• To use two-factor authentication ("2FA") when required by the TMS
• To accept session-management controls including single-session enforcement and idle timeout
• To keep your business and contact information accurate and current

We may suspend or disable accounts that show signs of compromise, abuse, or violation of these Terms.

5. Data ownership, use, and protection

This Section 5 is a material term of these Terms. By accepting these Terms, you acknowledge that the data ownership and use rights set forth here are a condition of the no-charge pricing and services offered under these Terms.

a. Versys ownership of System Data

"System Data" means all data generated by, processed through, recorded within, transmitted across, stored on, or derived from activity on the TMS — including without limitation usage logs, login and security events, dispatch records, load records entered into the TMS, driver assignments, customer records, route information, equipment records, usage metrics, behavioral analytics, performance data, derivative analytics, and all metadata associated with any of the foregoing.

All System Data is and shall remain the sole and exclusive property of Versys Technologies Inc. Your use of the TMS does not create any ownership interest, license, or other proprietary right in System Data, except for the limited rights expressly granted in Section 5(b).

Personal information of natural persons (such as drivers, employees, or contacts you upload) is handled in accordance with our Privacy Policy, under which you remain the controller and Versys acts as a service provider for purposes of applicable privacy law.

b. Your ownership of User Content

"User Content" means documents that you or your Authorized Users affirmatively upload into the TMS containing information you created prior to upload — including without limitation rate confirmations, bills of lading, signed shipper contracts, invoices, driver compliance records, and similar documents.

You retain all rights, title, and interest in and to User Content. You grant Versys a worldwide, non-exclusive, royalty-free, sublicensable license to access, store, process, index, copy, display, transmit, modify for technical purposes, and otherwise use User Content for purposes of providing the TMS, performing analytics, improving the platform, conducting fraud detection and risk management, and as otherwise permitted under these Terms and our Privacy Policy.

c. Versys's use of System Data

Versys may use System Data, including data attributable to your individual operations ("Carrier-Specific Data") in identifiable form, for the following purposes:

• Operating, maintaining, securing, and providing the TMS
• Performing fraud detection, risk management, and security monitoring
• Developing, improving, and expanding the TMS and Versys's products and services
• Generating reports and analytics for your own use
• Conducting internal business analytics, forecasting, and planning
• Negotiating with future product partners (such as fuel suppliers, networks, and integration partners) using Aggregated Data
• Complying with applicable law, regulatory requests, and legal process
• Enforcing these Terms

d. Non-disclosure commitment regarding Carrier-Specific Data

Notwithstanding Versys's ownership of System Data, Versys covenants and agrees with respect to Carrier-Specific Data:

• We will not sell, license, or transfer Carrier-Specific Data in identifiable form to any third party for commercial purposes.
• We will not disclose Carrier-Specific Data in identifiable form to any direct competitor of yours.
• We will not use Carrier-Specific Data to solicit your identified shippers, customers, or business contacts on behalf of any third party.
• We will treat Carrier-Specific Data as confidential and use reasonable measures to protect it from unauthorized disclosure.
• The foregoing commitments do not restrict Versys's use of Aggregated Data, which Versys may use without restriction.

e. Aggregated Data

"Aggregated Data" means System Data that has been de-identified, anonymized, or combined with data from multiple Customers in such a manner that no individual Customer or its operations can be identified.

Versys retains the unrestricted right to use, disclose, publish, license, and commercialize Aggregated Data for any lawful purpose — including industry research, market intelligence, benchmarks, product development, and publication of trends and analytics — provided that Aggregated Data does not identify any individual Customer.

f. Permitted disclosures of Carrier-Specific Data

Notwithstanding Section 5(d), Versys may disclose Carrier-Specific Data:

• To Versys's service providers, vendors, and contractors who perform services on Versys's behalf, subject to confidentiality obligations
• As required by law, subpoena, court order, or governmental or regulatory authority, with notice to you where legally permitted
• In connection with the investigation or prevention of fraud, security incidents, or violations of these Terms
• In connection with a merger, acquisition, financing, or sale of all or substantially all of Versys's assets, subject to comparable confidentiality protections

g. Your obligations regarding User Content

You represent and warrant that:

• You have all rights necessary to upload, share, and process the User Content you provide
• The User Content is accurate, lawful, and does not infringe any third-party right
• When uploading information about another person (a driver, employee, customer, or counterparty), you have a lawful basis to do so, have provided any required notices, and have obtained any required consents
• You will not upload User Content that violates law, infringes anyone's rights, contains malware, or is otherwise prohibited under Section 7

You are responsible for maintaining your own backup copies of User Content as you deem necessary.

h. Data following termination

Upon termination of these Terms for any reason: (i) Versys's ownership of System Data generated prior to termination is unaffected; (ii) your license to access the TMS terminates; (iii) we will give you a reasonable opportunity (no less than 30 days, except in cases of termination for cause involving abuse, security risk, or legal compulsion) to export User Content; and (iv) after the export period, we will delete or anonymize your User Content per the retention schedule in our Privacy Policy, subject to longer retention periods required by law, regulation, or for fraud prevention purposes.

i. Your acknowledgments

You expressly acknowledge and agree that: (i) you have read and understood this Section 5; (ii) Versys's ownership of System Data is a material term of these Terms; (iii) you are not entering these Terms with any expectation of ownership in System Data beyond what is expressly granted in Section 5(b); (iv) the non-disclosure commitments in Section 5(d) represent the full extent of Versys's obligations with respect to Carrier-Specific Data, and no additional restrictions are implied; and (v) Versys's data rights are a condition of the no-charge pricing and services offered under these Terms.

6. License to use the TMS

Subject to your compliance with these Terms, Versys grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the TMS for your internal business purposes during the term of your account.

You may not:

• Sell, resell, lease, sublicense, distribute, or commercially exploit the TMS
• Use the TMS to provide services to third parties as a service bureau
• Copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the TMS or any portion of it
• Remove or alter any copyright, trademark, or proprietary notices in the TMS
• Access the TMS for the purpose of building a competitive product or copying its features, look, or feel
• Use the TMS to develop or train any artificial-intelligence or machine-learning model

7. Acceptable use

You may not use the TMS to:

• Engage in any unlawful activity or violate any applicable law or regulation
• Violate, infringe, or misappropriate the rights of any third party (including privacy, publicity, or intellectual-property rights)
• Send spam, unsolicited communications, or chain letters
• Upload, transmit, or distribute viruses, malware, or other harmful code
• Probe, scan, or test the vulnerability of the TMS or attempt to breach security or authentication measures
• Attempt to access another tenant's data or accounts — the TMS is multi-tenant, and each Customer's data is isolated from others
• Interfere with or disrupt the integrity, performance, or availability of the TMS
• Scrape, harvest, crawl, or extract data from the TMS by automated means
• Reverse-engineer or extract the underlying source code, algorithms, or models of the TMS
• Resell, sublicense, or provide the TMS as a service to others without our prior written consent
• Misrepresent your identity, your business, or your authority to act for an entity
• Use the TMS in any manner that violates the Federal Motor Carrier Safety Administration ("FMCSA"), U.S. Department of Transportation ("DOT"), or other regulations applicable to your business

Violations may result in immediate suspension or termination of your account without notice.

8. Fees

The TMS is currently provided to qualifying users at no charge. We reserve the right to introduce fees, subscription tiers, or paid premium features in the future. If we do:

• We will provide at least 30 days' advance notice by email and through an in-app banner
• Existing users will have the option to either accept the new fee structure or close their accounts before charges take effect
• All fees, billing cycles, and terms of payment will be clearly disclosed before you commit to pay

You agree that the no-charge nature of the current TMS does not entitle you to any specific level of service, uptime, support, or remedy beyond what is expressly stated in these Terms.

9. Trucking-industry specific provisions

a. Your regulatory compliance. You acknowledge that you, not Versys, are solely responsible for your compliance with the FMCSA, DOT, applicable state motor-carrier rules, IRS recordkeeping requirements (including for fuel tax, IFTA, and other obligations), and any other laws or regulations applicable to your motor-carrier business.

b. Documents and recordkeeping. The TMS allows you to upload, store, and manage documents (such as bills of lading, rate confirmations, invoices, driver compliance records, and similar). You are responsible for:

• Determining what documents are required by law for your operations
• Retaining records for the periods required by applicable law (which may exceed our default retention)
• Maintaining backup copies as you deem necessary
• Producing documents to regulators, customers, or counterparties when legally required

We do not provide legal, tax, or compliance advice, and the TMS is not a substitute for qualified professional advice or for compliance audits.

c. Public-registry data (FMCSA, DOT, MC). The TMS may look up information from the FMCSA's public databases (such as SAFER and the Licensing and Insurance Public Database). This information is provided by the U.S. government and is not warranted by Versys for accuracy, completeness, or timeliness. You should independently verify any registry data before relying on it for business or compliance decisions.

d. No broker, factor, or transportation services. Versys provides software. We do not arrange loads, broker freight, advance or factor invoices, hold customer funds, transport freight, or perform any of the regulated functions described in Section 2. Any decision about whether to accept a load, extend credit to a customer, set a rate, dispatch a driver, perform a settlement, or carry out any other business operation is made by you, in your sole judgment.

e. Third-party services. The TMS may integrate with third-party services in the future (such as payment processors, identity-verification providers, fuel-card networks, or load boards). Your use of any third-party service is governed by that third party's terms and privacy policy, not these Terms. We are not responsible for third-party services.

10. Intellectual property

The TMS — including all software, source code, designs, interfaces, content, documentation, trademarks, service marks, logos, and the "Versys" name and marks — is the property of Versys Technologies Inc. or its licensors, and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual-property laws.

Nothing in these Terms transfers ownership of, or any rights in, the TMS to you, except for the limited license granted in Section 6.

Feedback. If you provide us feedback, suggestions, or ideas about the TMS ("Feedback"), you grant Versys a perpetual, worldwide, royalty-free, sublicensable, irrevocable license to use, modify, and incorporate the Feedback in our products and services, without obligation or compensation to you.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Data is Customer's Confidential Information.

Each party will:

• Use Confidential Information only as necessary to perform under these Terms
• Protect Confidential Information with at least the same care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care
• Disclose Confidential Information only to its employees, contractors, advisors, and service providers who need to know it and who are bound by confidentiality obligations at least as protective as these Terms

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.

Either party may disclose Confidential Information to the extent legally required (such as in response to a subpoena or court order), provided that, where lawful, the party gives the other prompt written notice and a reasonable opportunity to seek a protective order.

12. Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the TMS, you acknowledge that you have read and understood the Privacy Policy.

13. Service availability, modifications, and support

a. Availability. We strive to make the TMS available 24/7, but we do not guarantee that the TMS will be uninterrupted, error-free, or available at any specific level of uptime. The no-charge TMS is provided without any Service Level Agreement (SLA). Future paid tiers may include specific availability commitments, which will be set out separately.

b. Maintenance. We may suspend access to the TMS for scheduled maintenance, security incidents, infrastructure failures, or other operational reasons. We will use commercially reasonable efforts to provide advance notice of planned maintenance.

c. Modifications to the TMS. We may add, remove, or change features of the TMS at any time. We will not materially reduce the core functionality of the TMS without reasonable notice. If we discontinue the TMS entirely, we will provide at least 60 days' notice and a reasonable opportunity to export your Customer Data.

d. Support. We provide best-effort customer support by email at Support@versysinc.com. We do not guarantee response times under the no-charge tier. Future paid tiers may include guaranteed response times.

14. Term, suspension, and termination

a. Term. These Terms take effect when you first accept them and continue until terminated under this Section.

b. Termination by you. You may stop using the TMS and close your account at any time by emailing Support@versysinc.com. We may take up to 30 days to process the closure.

c. Suspension. We may immediately suspend your access to all or part of the TMS, with or without notice, if:

• We detect potential unauthorized access, security risk, or abuse
• We are investigating a suspected breach of these Terms
• Your account is subject to a legal hold, subpoena, or regulatory inquiry
• We reasonably believe suspension is necessary to protect Versys, our other Customers, or third parties

Suspension does not by itself terminate your account; access is restored once the issue is resolved or we elect to terminate under Section 14(d) or 14(e).

d. Termination by Versys for cause. We may terminate your account immediately, without notice, if:

• You materially breach these Terms
• We reasonably believe your use of the TMS poses a security, legal, or operational risk
• You fail to pay any fees that become due in the future (if a paid tier applies to you)
• You become insolvent, file for bankruptcy, are placed into receivership, or cease normal business operations
• We are legally required to terminate

e. Termination for convenience by Versys. We may suspend or terminate your account at any time, for any reason or no reason, with or without notice, in our sole discretion. For accounts on the no-charge tier, we may exercise this right immediately. For accounts on a paid tier (if and when introduced), we will provide at least 30 days' written notice and a pro-rated refund of any pre-paid, unused fees.

f. No liability for suspension or termination. Versys will not be liable to you or to any third party for any suspension or termination of your account under this Section, even if the action is later determined to have been unwarranted. You acknowledge that this limitation is a fundamental part of the no-charge nature of the TMS, and that we would not provide the TMS to you without it.

g. Right to refuse service. Versys reserves the right to refuse, restrict, suspend, or terminate service to any person or entity at our sole discretion, including without limitation users who we believe pose risk to us, our other Customers, or third parties.

h. Effect of termination. Upon termination:

• Your right to access the TMS ends
• We will give you a reasonable opportunity (no less than 30 days, except in cases of termination for cause involving abuse, security risk, or legal compulsion) to export your Customer Data
• After the export period, we will delete or anonymize your Customer Data per the retention schedule in our Privacy Policy
• Provisions that by their nature should survive termination — including Sections 5 (Customer Data ownership), 10 (Intellectual Property), 11 (Confidentiality), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution), 19 (Governing Law), and 21 (General Provisions) — will survive

15. Disclaimer of warranties

THE TMS IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VERSYS DISCLAIMS ALL WARRANTIES, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE
• WARRANTIES THAT THE TMS WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, BE SECURE AGAINST ALL ATTACKS, OR THAT DATA WILL NEVER BE LOST OR CORRUPTED
• WARRANTIES REGARDING DATA OR INFORMATION OBTAINED FROM THIRD PARTIES OR PUBLIC REGISTRIES (INCLUDING FMCSA DATA)

YOU ASSUME ALL RISK FOR YOUR USE OF THE TMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY VERSYS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the disclaimers above apply to the maximum extent permitted by law.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

a. Excluded damages. IN NO EVENT WILL VERSYS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES — OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION — EVEN IF VERSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. Cap on liability. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE TMS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES YOU HAVE PAID TO VERSYS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).

c. Essential basis; failure of essential purpose. YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND VERSYS, AND THAT THE TMS WOULD NOT BE PROVIDED TO YOU WITHOUT THESE LIMITATIONS. THE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

d. Jurisdictional limits. Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

e. Specific exclusions. Without limiting the foregoing, Versys is not liable for: (i) outages, downtime, or unavailability of the TMS or any third-party network; (ii) loss, corruption, or unavailability of User Content or System Data; (iii) errors, inaccuracies, or omissions in data displayed on the TMS, including FMCSA public-registry lookups; (iv) unauthorized use of your account by your Authorized Users or third parties who obtained access through your account; (v) actions or omissions of any third-party service provider, including infrastructure providers, email providers, or public-data sources; or (vi) any consequence of suspension or termination of your account in accordance with these Terms.

17. Indemnification

a. Indemnification by you. You agree to defend, indemnify, and hold harmless Versys and its officers, directors, employees, contractors, agents, and affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms
• Your violation of any applicable law or regulation (including FMCSA, DOT, IRS, or state motor-carrier rules)
• Your Customer Data — including any infringement, defamation, or privacy claim arising from it
• Your acts or omissions, or those of any user you authorize to access your account
• Your business activities, transactions, or decisions made using the TMS

b. Indemnification by Versys. Versys will defend you against any third-party claim that the TMS itself, as provided by Versys, directly infringes a valid U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded against you in such a claim. Versys's obligation does not apply to claims arising from:

• Customer Data
• Your modifications to the TMS or use in combination with non-Versys software, services, or data
• Your use of the TMS in violation of these Terms or applicable law
• Third-party services or content

c. Procedure. The party seeking indemnification will: (i) promptly notify the indemnifying party in writing of the claim; (ii) provide reasonable cooperation in the defense; and (iii) allow the indemnifying party to control the defense and settlement — provided that no settlement may be entered into without the indemnified party's consent (which will not be unreasonably withheld) if the settlement imposes any obligation on the indemnified party.

18. Dispute resolution and arbitration

Please read this Section carefully. It limits how you can pursue claims against Versys.

a. Informal resolution first. Before initiating any formal proceeding, you agree to contact us at Support@versysinc.com to describe the dispute and attempt to resolve it informally. The parties will negotiate in good faith for at least 30 days before any formal action.

b. Binding individual arbitration. If informal resolution does not resolve the dispute within 30 days, any dispute, claim, or controversy arising out of or relating to these Terms or the TMS — including the formation, breach, termination, validity, or enforcement of these Terms — will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, except as modified by this Section.

c. Arbitration procedure. The arbitration will be conducted in Clark County, Nevada, or by videoconference if the parties agree. Disputes in which the amount in controversy is one million U.S. dollars ($1,000,000) or less will be decided by a single arbitrator. Disputes in which the amount in controversy exceeds one million U.S. dollars will be decided by a panel of three (3) arbitrators. Arbitrators shall be active members of the bar of the State of Nevada or retired judges of the Nevada judiciary, with experience in commercial matters. The arbitrator's decision will be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

d. Class-action waiver. YOU AND VERSYS EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR ARBITRATION. Claims may be brought only in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate claims of multiple persons or preside over any form of representative or class proceeding.

e. Small claims and equitable relief. Notwithstanding this Section, either party may: (i) bring an individual action in a small-claims court of competent jurisdiction for matters that qualify under that court's rules; or (ii) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or trade secrets.

f. Severability. If any portion of this Section is found unenforceable, the remainder will remain in effect. If the class-action waiver in Section 18(d) is found unenforceable, then the entire arbitration agreement in this Section is null and void, but the rest of these Terms (including the governing-law clause in Section 19) will remain in effect.

g. 30-day right to opt out. You may opt out of this arbitration agreement by sending written notice to Versys Technologies Inc., 400 S. 4th St, Suite 318, Las Vegas, NV 89101, postmarked within 30 days of first accepting these Terms. The notice must include your name, the business name associated with your account, your account email address, and a clear statement that you are opting out of arbitration. If you opt out, disputes will be resolved in court per Section 19.

h. Confidentiality of arbitration. The existence, content, and outcome of any arbitration proceeding under this Section shall be kept confidential by the parties and the arbitrator, except as necessary to enforce or challenge the arbitration award, as required by law, or as required in the ordinary course of business.

i. Attorneys' fees. In any arbitration or legal proceeding arising out of or related to these Terms, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, arbitration fees, and other reasonable costs and expenses incurred in connection with the proceeding, in addition to any other relief awarded.

j. Federal Arbitration Act. This Section evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitrator, and not any court, shall have exclusive authority to resolve any issue regarding the interpretation, applicability, enforceability, or formation of this arbitration provision, except for issues regarding the class-action waiver in Section 18(d), which shall be decided by a court.

19. Governing law

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. Subject to Section 18 (Arbitration), any action arising out of these Terms must be brought exclusively in the state or federal courts located in Clark County, Nevada, and each party consents to the personal jurisdiction and venue of those courts.

20. Changes to these Terms

We may update these Terms from time to time. For changes that materially affect your rights or obligations, we will give at least 30 days' notice by email and through an in-app banner. The "Last updated" date at the top of these Terms always reflects the most recent revision.

Your continued use of the TMS after the effective date of any change constitutes your acceptance of the updated Terms. If you do not agree to the changes, your sole remedy is to close your account before they take effect.

21. General provisions

a. Entire agreement. These Terms (together with the Privacy Policy and any other documents incorporated by reference) constitute the entire agreement between you and Versys regarding the TMS and supersede any prior or contemporaneous agreements or communications on the subject.

b. Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

c. Waiver. Our failure to enforce any right or provision will not be a waiver of that right or provision.

d. Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Versys may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets. Any unauthorized assignment is void.

e. Force majeure. Neither party is liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, civil disturbance, government action, labor disputes, power or telecommunications failures, internet or utility outages, third-party service failures, and cyberattacks.

f. Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

g. No third-party beneficiaries. These Terms do not create any third-party-beneficiary rights, except as expressly stated.

h. Notices. Notices to Versys must be sent to Support@versysinc.com or to Versys Technologies Inc., 400 S. 4th St, Suite 318, Las Vegas, NV 89101. Notices to you will be sent to the email address associated with your account.

i. Export controls. You agree not to export, re-export, or transfer the TMS to any country or person prohibited by U.S. export laws or other applicable export-control regulations.

j. Government users. If you are a U.S. federal, state, or local government entity, additional terms may apply. Contact Support@versysinc.com.

k. Headings. Section headings are for convenience only and do not affect interpretation.

l. Electronic acceptance and records. You acknowledge and agree that these Terms are accepted electronically and that your electronic acceptance (whether by clicking "I Agree," creating an account, or accessing the TMS) has the same legal effect as a handwritten signature. The parties agree that these Terms and any related notices, amendments, and communications may be entered into and exchanged electronically, and that electronic records satisfy any requirement that records be in writing or signed.

m. Communications consent. You consent to receive communications from Versys electronically, including by email, in-app notifications, and through the TMS, regarding your account, transactions, security matters, and other matters related to the TMS. You may opt out of marketing communications at any time but may not opt out of operational or transactional communications (such as verification codes, security alerts, password resets, and account notices) without closing your account.

22. Contact us

For questions about these Terms or the TMS:

• Email: Support@versysinc.com
• Mail: Versys Technologies Inc., 400 S. 4th St, Suite 318, Las Vegas, NV 89101