Terms & Conditions

1.       Definitions .   The Agreement includes these Terms and Conditions.  Any term that is not defined herein shall have the definition specified in the Agreement.

2.       Scope of Work .  The scope of work is determined by the Service Plan(s) selected by the Client, as detailed in Section 24 herein.

3.       Duties of Vestive .  Vestive shall provide Client with the Services in accordance with the Selected Service Plan.  Vestive shall work with Client throughout the Term and shall conduct services in a professional manner with professional diligence and skill. 

4.       Duties of Client .  In order for Vestive to provide the Services, Client shall cooperate fully and on a timely basis with Vestive to provide all requested Business Data.  “ Business Data ” may include, without limitation, records and data relating to Client information obtained via access to the Client’s facilities and communications with Client’s personnel and any other business, technological, financial, marketing and/or logistical information, records, material or data necessary for Vestive to provide the services in accordance with the Selected Service Plan.  Client shall make good faith best efforts to provide Vestive with access to the Client’s facilities, personnel and requested documents and information on a timely basis.  If requested information is not provided in time by Client, the completion of Services will be delayed and any Earned Fees, as defined in the Terms and Conditions, will be due to Vestive.  If requested, Client shall work with Vestive to set regular meetings to answer questions and provide feedback to assist Vestive in its gathering and review of the Business Data.  Client fully understands that Client must provide full, complete and accurate information and all other Business Data to Vestive in order for it to perform the Services.  In addition, Client shall provide any information or Business Data to Vestive that the Client believes is relevant or pertinent to Vestive’s assessment.  Client’s full transparency with regard to the Business Data is of the essence.

5.       Confidentiality & Non-Disclosure .

5.1.     Confidential Information .  In connection with the Agreement, both parties may disclose, and/or learn or have access to, certain confidential proprietary information about such disclosing party or its affiliates, business partners or clients that is not readily available to the general public (“ Confidential Information ”).  Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to the disclosing party or any of the disclosing party's business, marketing and financial data; professional facts; information regarding any products, concepts, developments, tools, websites, software, applications and databases used by the disclosing party; vendor and supplier information; pricing and rates; passwords and account information; marketing methods, strategies, and plans; professional or personal contacts; client and potential client lists, files and information; information regarding purchase history, inventory and sales figures; any and all proprietary processes, skills and knowledge; collaboration and referral information; company, officer, director, employee and contractor information and data; expertise, know-how, processes;  ideas; photos, images, designs, charts, calculations, presentations, blue prints; and any and all other technical, business, financial and development plans, forecasts, strategies and information related to the disclosing party or any of its past, current or future clients, employees and/or contractors.  Confidential Information also includes the terms of this Terms and Conditions and the Agreement.  Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by receiving party without use of any Confidential Information; or (vi) is approved for release or disclosure by the disclosing party in writing without restriction.

5.2.  The receiving party shall maintain Confidential Information in strict confidence and shall not disclose, publish or copy any part of the Confidential Information except to its affiliates, members, partners and to the extent required by law, court order, subpoena or other such process.  The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement. 

5.3.  Notwithstanding Section 5.1 above, Vestive may disclose Client’s name and any business, marketing and financial data for marketing purposes.  In addition, the receiving party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that receiving party gives reasonable prior Notice to the disclosing party to contest such order or requirement.  Upon the termination or expiration of this Agreement, the receiving party shall return to the disclosing party, or certify the destruction of, all Confidential Information.

5.4.  The Parties acknowledge that the unauthorized use or disclosure of the Confidential Information of the other Party could cause irreparable harm to the disclosing Party. Accordingly, the Parties agree that they have the right to seek, without the need to post a bond or other security, an immediate injunction against any breach or threatened breach of this Section 5, as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach or threatened breach.

5.5.  The respective obligations of the Parties under this Section 5 including, but not limited to, the obligations which by their nature are intended to continue beyond the termination of this Agreement and Terms and Conditions, shall survive termination of this Agreement and Terms and Conditions.

6.       Client Contact .  Client shall appoint a key client contact (the “ Key Client Contact ”) to have the authority, on behalf of Client, to communicate with Vestive; provide sign-off for all matters related to the Services; furnish any and all deliverables; and schedule routine status meetings and working sessions.  The Key Client Contact must also have the authority, on behalf of Client, to manage all related payment and billing matters.  The Key Client Contact shall be set forth in the Agreement.  To the maximum extent practicable, Client’s communications with Vestive will be through the Key Client Contact.  In the event that Client wishes to change the designation of the Key Client Contact, Client must notify Vestive of the change in writing.

6.1.  Client hereby represents and warrants that the Key Client Contact has all necessary rights and authority to act on behalf of Client, including the right and authority to execute all necessary documentation and provide consent to Vestive. 

7.       Payments .

7.1.  Fees .  Client agrees to pay fees to Vestive pursuant to the pricing set forth in the Selected Service Plan (“ Fees ”). Fees are based upon the scope of the engagement and Vestive’s reasonable estimate of the labor necessary to complete the Services and are subject to Vestive’s revision. All Fees are payable in United States dollars (“ USD ”).

7.2.  Earned Fees . If the Agreement is terminated for any reason, after Services have commenced, all Fees for Services provided by Vestive up to the date of termination will be considered earned by Vestive (“ Earned Fees ”). Monthly subscription Fees already paid by Client for the reUp™ Web Service Plan(s) or reUp™ Plus Service Plan(s) are non-refundable Earned Fees.

7.2.1.  Where applicable, Earned Fees will be prorated at the Weekly or Daily rates indicated for each Service Plan in Section 24 herein. Client understand and agrees that Earned Fees are not refundable and, if outstanding, must be paid in full within 30 days from the date of termination.

7.3.  Out-of-Pocket Expenses .  Client shall be responsible for any reasonable out of pocket expenses that are necessary to facilitate Vestive’s Services (“ Expenses ”).  Expenses are in addition to, and not included in, the Fees.  Expenses may include, but may not be limited to, reasonable charges for travel and parking, shipping charges, related out-of-pocket expenses and third-party fees.  If Expenses may amount to a substantial sum, Vestive may ask Client to pay them directly or fund them in advance.  Vestive will obtain Client’s consent before incurring any Expense in excess of $100. Unless Vestive otherwise agrees in writing, Client shall pay any necessary third-party vendors directly.

7.4.  Method of Payment .  Unless otherwise directed by Vestive in writing, payments should be paid by Automated Clearing House (ACH), wire transfer or check made payable to: Vestive LLC.

7.5.  No Payment Stoppage .  With regard to Payment for the Services, Client shall not stop payment on a check or ACH. In case of a dispute Client must abide by the dispute resolution procedures outlined in Section 22.4.  In the event that Client breaches this Section 7.5 and files a stop payment on a check or ACH, upon a resolution in Vestive’s favor of the stop payment by either the bank or the financial institution, Client agrees to reimburse Vestive for any costs incurred in researching and responding to such stop payment, including without limitation, Vestive’s actual costs paid to the financial institution or its bank(s).

7.6.  Work Stoppage .  If Vestive does not receive timely payment of any Fees, or Deliverables, no further work will be performed, at the sole and absolute discretion of Vestive.  Vestive shall not be required to begin or continue any portion of the Services until Vestive has received Client’s payment of Fees or Deliverables.  Client expressly agrees to this provision and acknowledges that any such stoppage of work shall not be a default under the Agreement.  Client accepts and agrees that any and all dates of performance of the Services agreed to by Vestive and Client will be suspended so long as such work stoppage is in effect, and the delivery date(s) of the Services shall be extended the amount of days of such suspension.

7.7.  Warranty .  The Team App Development Service Plan includes a warranty to remedy any disputes related to the pace and qualify of Services provided by Vestive (“ Warranty ”).

7.8.  The Warranty is applicable only for Team App Development Service Plans purchased within 60 days of purchasing an App Feature Design Service Plan.

7.9.  The Warranty begins upon commencement of Services under this Service Plan up until 45 days after a Release (“ Warranty Period ”).

7.10.                       For each applicable Monthly Subscription period, an accrual of 10 business days of additional development labor support for Client will be held in escrow (“ Warranty Budget ”).

7.11.                       The Warranty Budget will be reset to 0 following expiration of the Warranty Period.

7.12.                       Vestive may apply the Warranty Budget to Services provided to Client at its sole discretion, by providing Notice to Client in writing.

8.       Invoices and Billing Cycles .

8.1.     Initial Invoice . Vestive will send Client an initial invoice at the start of the engagement (“ Initial Invoice ”).

8.2.     Commencement of Work . Vestive will commence Services for the Selected Service Plan(s) once payment is received in full. For the App Feature Design Service Plan, a Discovery Meeting may commence upon receipt of a Deposit Payment, as noted in Section 24 herein.

8.3.     Billing Cycle . For Selected Service Plans with a monthly subscription, the date of receipt of payment of the Initial Invoice will commence a recurring billing cycle (“ Billing Cycle ”). For example, if the Initial Invoice is paid by Client on January 10 ^th , the Billing Cycle will be on the 10 ^th of every subsequent month.

8.4.     Subscription Invoices . After the Initial Invoice is paid, all subsequent invoices for Selected Service Plans with a monthly subscription will be sent 10 days prior to the start of the next Billing Cycle (“ Subscription Invoices ”).

8.4.1.  Service Days . Each Monthly Subscription Service Plan includes 20 business days of Services per month (“ Monthly Subscription ”). If a particular Billing Cycle includes more or less than 20 days, Subscription Invoices may be prorated accordingly as per the Weekly or Daily Rate for Special Change Request Invoice noted in Section 24 for each Service Plan.

8.5.     Non-refundable Subscription Fees . All Fees paid by Client on Subscription Invoices are non-refundable.

8.5.1.  Payment Due Date. Payment of Fees on Subscription Invoices must be received 5 days prior to the start of the next Billing Cycle. If payment is not received by the first day of the next Billing Cycle, Vestive, at its discretion, may stop all work pursuant to Section 7.6, until payment is received, or cancel the Selected Service Plans.

8.5.1.1. If Vestive opts to stops all work for a period of time until payment is received, the invoice sent to Client during the next Billing Cycle, as defined in Section 8.3, will include a prorated credit for that period of time, in accordance with the Weekly Rate for Special Change Request Invoices, noted for each Service Plan in Section 24 herein.

8.5.2.  Consolidated Billing . Vestive will send a single invoice, including any Expenses, to Client for each Billing Cycle for Selected Service Plans with a monthly subscription, with the exception of Special Change Request Invoices.

9.       Service Plan Modifications. Client may switch the Selected Service Plan, increase or reduce the number of Service Plans, in accordance with this Section 9.

9.1.     Client may only remove App Feature Design, Foundational SDK, Team App Development, or Testing Automation Service Plan(s) after 5 business days from the Commencement of Work, as noted in Section 8.2.

9.2.     Notification by Client . Unless otherwise stated herein, Client may switch to a different Selected Service Plan, add to or remove the current number of Selected Service Plans by either:

9.2.1.  Sending Notice to Vestive by electronic mail, as per Section 22.11 herein; or       

9.2.2.  Amending the current Selected Service Plans through an online platform, access to which may be provided by Vestive, at its discretion.

9.3.     Special Change Request Invoice . Any changes to Selected Service Plans made by Client, with exception of the App Feature Design Service Plan, will trigger issuance of a one time invoice (“ Special Change Request Invoice ”).

9.3.1.  Upon receipt of Notice, Vestive will send Client Special Change Request Invoice reflecting any prorated credit to Client for the remaining Weeks or days in the current Selected Service Plan, in accordance with the Weekly Rate for Special Change Request Invoices, noted for each Service Plan in Section 24 herein.

9.3.2.  Client may only have one outstanding Special Change Request Invoice at any given time. If additional changes are needed while a Special Change Request Invoice is outstanding, it will voided and a new Special Change Request Invoice will be issued.

9.3.3.  Vestive may, at its discretion, pursuant to Section 7.6, not commence new work under the new Selected Service Plan until payment of the Special Change Request Invoice is received in full.

9.3.4.  When Vestive has not commenced new work for a period of time before payment is received, the invoice sent to Client during the next Billing Cycle, as defined in Section 8.3, will include a prorated credit for that period of time, in accordance with the Weekly Rate for Special Change Request Invoices, noted for each Service Plan in Section 24 herein.

9.4.     Removing All Selected Service Plans .

9.4.1.  Client’s removal of all Selected Service Plans would effectively terminate the Agreement, in accordance with Section 11 herein.

9.5.  Out of Scope Work .  On occasion the Client might request that Vestive perform services outside of the scope of the Selected Service Plan (“ Out of Scope Work ”).  Such Out of Scope Work may include, but is not limited to, providing further consulting, development or maintenance services and assisting with activities that are typically the responsibility of the Client and any other work not included in the Selected Service Plan.  To obtain these additional Services, Client may an additional Service Plan, as per this Section 9.

10.    Term .   These Terms and Conditions shall be effective upon the Effective Date of the Agreement and shall remain in force pursuant to the Section 11 herein or upon the dissolution of one of the parties. 

11.    Termination of Agreement .

11.1.  Termination . This Agreement shall be terminated upon (i) written Notice provided by either Party, in accordance with the terms for cancellation of the Service Plans in Section 24; or (ii) non-payment of a Subscription Invoice by the end of the first day of a Billing Cycle.

11.2.  Effect of Termination .  Client understands and acknowledges that once Vestive has commenced the Services, it commits substantial time, effort, expenditures, and resources to such project, foregoing other opportunities.  In no event shall termination of this Agreement affect Client’s obligation to pay Earned Fees or Expenses incurred by Vestive prior to any such termination.  Any payments or advances made by Client prior to termination shall be credited toward the outstanding balance owed to Vestive hereunder.  Client shall pay Vestive for any outstanding amounts owed within thirty ( 30 ) business days of termination of this Agreement.  In the event of termination of this Agreement by Vestive, Vestive shall fully refund Client for amounts paid by Client for the terminated Services prior to the termination, after deduction of any Earned Fees and Expenses.

12.    Force Majeure . In the event that either party is prevented from performing or is unable to perform any of its obligations under the Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of the site upon which the Services are to be rendered, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section (each cause, individually a “Force Majeure Event”), and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written Notice to the other party, its performance shall be excused, and the Agreement shall be terminated.  If Client still intends to produce the scheduled Services during a Force Majeure Event, Vestive may continue to provide Services, in its sole discretion.

13.    Taxes .  Client shall be liable for all taxes, duties and levies imposed on it by any governmental authority. 

14.    Retained Rights .  Vestive makes no ownership claim with respect to any copyrighted materials, trademarks, or other intellectual property supplied by Client to Vestive for the providing Services.  Unless otherwise agreed by the parties in writing, Vestive will retain all intellectual property rights, including copyrights, ideas, trademark rights, and service mark rights, in any materials created by Vestive in connection with the Services.  Vestive has no obligation to deliver, and grants no rights in, any rejected plans, documentation, illustrations, project files, preliminary concepts, works in progress, and finished materials which have been created or furnished by Vestive during the course of providing the Services.

15.    Non-Disclosure of Fees .  In Vestive’s interest of preserving and improving commercial competitiveness, Client respectfully agrees not to discuss or disclose the Fees, or any aspect of the Fees, to any third parties or entities, nor any of Client’s employees or affiliates who are not directly associated with the Services.

16.    No Exclusivity .  Vestive shall be entitled to offer and provide services to others, solicit other clients and advertise the services offered by Vestive freely.

17.    Representations and Warranties .  

17.1.   Vestive represents and warrants that it has the right to enter into this Agreement and to perform the anticipated services hereunder.

17.2.   Client represents and warrants that (i) all the information provided to Vestive in order to perform the Services, including, without limitation, Business Data and any other necessary information, is accurate and truthful; (ii) it shall not reverse engineer, decompile, translate or develop derivative works based on Vestive’s proprietary materials, intellectual property and trademarks; (iii) it has the right to enter into this Agreement; (iv) there is no litigation, proceeding, claim or other matter that would prevent Client from entering into or carrying out this Agreement; (v) its decision to rely or not rely on any information, assessment or advice provided by Vestive is at the sole discretion of Client and Vestive shall not be liable in any way for any harm, loss or damage to Client, Client’s business or Client’s profits as a result thereof; and (vi) it has taken all necessary actions to render this Agreement, and the performance hereunder, a valid and legal act of Client and that Client is, and will continue to be, in compliance with all applicable laws governing this Agreement and the obligations required herein.

18.    Limitation of Liability . 

18.1.   While Vestive endeavors to provide the Services, it is relying on Client to provide full, complete and accurate information and Deliverables, in addition to the accuracy of third party and market information.  Accordingly, Vestive makes no warranty as to the accuracy of the Services or as to any proposed outcome.  Vestive makes no warranties, express or implied, in connection with the Agreement, or any related products or services, including, without limitation, any implied warranties of merchantability, merchantable quality, non-infringement or fitness for a particular purpose.

18.2.   Vestive shall not be liable to Client or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of the Agreement, even if Vestive has been advised of the possibility of such damages, costs or losses.  Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages.

18.3.  Vestive shall not be liable for any damages, costs or losses arising out of or as a result of modifications made to the Services by Client or the context in which the Services are used by Client, including use of the Services by the customers of the Client.

18.4.  Client agrees that any collection of damages, costs or losses will be capped by the total amount of Fees paid by Client to Vestive.

18.5.   In the event of a claim by Client for any breach of this Agreement, Vestive shall have the option to re-perform the Services.  In the event that Vestive fails to re-perform the Services within a reasonable period, Client’s sole recourse shall be to terminate this Agreement and request, in writing, a refund of the Fees (the “ Refund ”).  However, the Refund shall not exceed Fees received by Vestive within the prior ninety ( 90 ) days before the alleged breach of this Agreement for such Services, less Expenses.

18.6.   Vestive shall not be liable to Client or any other person or entity for any damages, costs or losses arising out of Client subcontracting Vestive’s Services.  Client acknowledges and agrees that any such damages, costs or losses shall be the sole responsibility of Client.

19.    Indemnity .  Client agrees to indemnify and hold harmless Vestive from any and all claims and losses of any kind arising from (i) negligence, strict liability, tort, or other claims with regard to Client’s products, services or facilities; (ii) a breach of any of Client’s representations and warranties; or (iii) a breach of any of Client’s responsibilities or obligations, representations or warranties under the Agreement.

20.    Non-Circumvention; Non-Solicitation .   Unless otherwise agreed in writing, during the term of the Agreement and for a period of eighteen ( 18 ) months following the termination of the Agreement, Client agrees not to (a) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any employee of Vestive to leave his or her employment with Vestive; or (b) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any client of Vestive to abandon, withdraw, or lessen its relationship with Vestive.  It is acknowledged that Client’s failure to abide by the restrictive covenants set forth in this Section 20 will cause Vestive to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by Vestive of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof.  Accordingly, in the event of a breach of this Section 20, Client agrees that liquidated damages may be assessed and recovered by Vestive and Client shall be liable to Vestive for payment of liquidated damages valued by an agreed third party expert.

21.    Modification of Terms and Conditions . Vestive reserves the right to modify these Terms and Conditions at any time.

21.1. Vestive will provide notice of any changes by: (i) posting the updated Terms and Conditions at https://vestive.com/legal/toc ; and (ii) notification to Client by electronic mail in accordance with Section 22.11 herein.

21.2. Client’s continued use of the Services after such modifications constitutes acceptance of the updated Terms and Conditions.

21.3. If client does not wish to accept the updated Terms and Conditions, Client may terminate Services as per Section 11 herein.

22.    Miscellaneous .

22.1.    Status as Independent Contractor .  Vestive shall perform the Services as an independent contractor.  All government laws and regulations governing an entity such as Vestive are Client’s sole responsibility to obey.  The Agreement does not create an agency, joint venture or partnership relation between the parties, and neither party has the authority to bind the other to any third party.

22.2.    Integration .  The Agreement and these Terms and Conditions, and all Exhibits hereto, comprise the entire agreement between Vestive and Client with respect to the subject matter of this Agreement.  This Agreement supersedes all prior agreements and understandings, oral or written, between Vestive and Client relating to the subject matter hereof.  In the event that the Agreement conflicts with or is inconsistent with any other agreement between the parties, the terms of the Terms and Conditions shall control.  No modification of this Agreement shall be effective unless it is in writing and such writing is signed by authorized representatives of Vestive and Client.  Unless the parties expressly agree otherwise in writing, no document or amendment thereto referenced in this Agreement or waiver of any right or remedy under this Agreement shall be valid unless it is in writing, signed by both parties or, in the case of a waiver, by an authorized representative of the party against whom enforcement of any such waiver is sought.

22.3.    Choice of Law . The Agreement and its enforcement shall be governed by the laws of the State of New York, notwithstanding any rules governing choice or conflict of law to the contrary. 

22.4.  Dispute Resolution . Except as stated in Section 6.4, if a dispute, controversy or claim arises out of or in connection with these Terms and Conditions or the Agreement (a “ Dispute ”), the disputing party shall provide written Notice of such Dispute to the other party.  During the thirty ( 30 ) day period commencing on the date written Notice is received in accordance with Section 21.11 herein, the parties agree to negotiate in good faith to resolve the Dispute (the “ Self-Resolution Period ”).  Any Dispute that the parties are unable to resolve within the Self-Resolution Period shall be submitted to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“ AAA ”) in accordance with AAA rules.  Such arbitration shall take place in a neutral location.  Judgment upon the award rendered will be final and not appealable and may be confirmed in any United States district court with the jurisdiction to confirm and enter judgment on the arbitration award.  The prevailing party, as determined by the arbitrator, may be awarded all reasonable costs and fees of the arbitration including, without limitation, the arbitrator’s fees and reasonable attorneys’ fees, at the sole discretion of the arbitrator. [SR1]  

22.5.    Assignment .  Client shall not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Vestive.  Vestive may assign this Agreement upon written Notice to Client.

22.6.    Successors .  This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, and their respective successors and assigns.

22.7.    Counterparts .    This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.  A photocopy or facsimile or other electronic copy of a signature will be treated as an original.    

22.8.    Authority .  Client represents and warrants that Client has and will continue to have the right to enter into and perform this Agreement. 

22.9.    Fair Interpretation .  The language herein will be interpreted as to its fair meaning and not strictly for or against any party.  Section headings in this Agreement are used for convenience only and will not be used to interpret or construe the scope of any provisions of this Agreement. 

22.10.                     Attorneys’ Fees .  In any litigation, arbitration, or court proceeding between the parties with respect to this Agreement, each party shall pay its own costs of proceedings incurred in enforcing this Agreement or any subsidiary document, except if an action is brought by Vestive for the nonpayment of a valid Vestive invoice, in which case Client shall be responsible for all reasonable attorneys’ fees in addition to any award Vestive may receive.

22.11.    Notice .  Any notice, demand, consent, election, offer, approval, request, or other communication (collectively, a " Notice ") required or permitted under, or related to, this Terms and Conditions and/or this Agreement, shall be in writing and be deemed duly given if either personally given, sent by electronic mail, or sent by overnight courier service or certified mail, return receipt requested, at the addresses first set out in this Agreement.  The parties may request Notice be sent to any other such addresses, so long as the updated address is sent to the other party in accordance herewith.  Notice delivered in person shall be effective upon delivery.  Notices given by electronic mail or overnight courier shall be effective on the next business day.  Notice given by certified mail shall be effective on the fifth ( 5 ^th ) business day after mailing unless sooner received, in which case they shall be effective upon receipt.

22.12.    Waiver .  If a party does not enforce a right under this Agreement, it shall not be construed as a waiver of such right nor shall a waiver by such party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

22.13.    Severability .  If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement shall remain in full force and effect.

23.    Survival .  Upon the termination of this Agreement, Sections 5, 14-20, and 22 of these Terms and Conditions shall survive and continue in effect.

24. Service Plans .

24.1 Defined Terms .

24.1.1. Version . The term Version is defined as a set of features for a specific set phase of work, as indicated at https://semver.org/

24.1.2. Release . The term Release is defined as a completed Version, as agreed in writing by both Parties.

24.1.3. Second Party Vendor . The term Second Party Vendor is defined as vendors who are verified and trusted by Vestive.

24.2. reUp™ Web Service Plan .

24.2. reUp™ Plus Service Plan .

24.3. Foundational SDK Service Plan .

24.4. Team App Development Service Plan .

24.5. Testing Automation Service Plan .

24.6. App Feature Design Service Plan