Subscription Services
Agreement

1. Description of Services

VTS shall grant to Client access to the services (each, a “Service”) set forth in the applicable Order.

2. License Grant

1. Limited License. Subject to Client’s compliance with the terms and conditions of this Agreement, including, but not limited to, Client’s obligation to pay the Fees when due, VTS grants to Client a limited, non-exclusive, non-transferable (except as provided herein) license to access and use the Services as provided in the Order during the Subscription Term of such Order for Client’s internal business purposes.
2. Authorized Users. Client may permit its and its affiliates’ employees, contractors, and other third parties authorized by Client (including, as applicable, “End User” or “Rise User”) to access and use the Services licensed by Client for the benefit of Client (collectively, “Users”).  Use of the Services by Users may be subject to additional restrictions or fees as set forth in the Order or as configured within the Services.  Client shall act as the administrator of its account and shall determine the level of access to the Services and the Client Content (as defined below) it grants to each such User or third party user. Client is responsible for all actions of Users. Client shall (i) use commercially reasonable efforts to keep its and all User passwords secure and confidential; (ii) use commercially reasonable efforts to prevent unauthorized access to its and its Users’ accounts and notify VTS promptly of any such unauthorized access; (iii) use the Services only in accordance with this Agreement and Applicable Law (as defined below); and (iv) provide true and accurate information in the course of creating User accounts.
3. Restrictions on Use.  Client shall not, and shall use reasonable efforts to ensure that each User does not, (i) sell, resell, rent or lease the Services or use the Services in a service provider capacity; (ii) use the Services to store or transmit unsolicited marketing emails, libelous or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third party rights; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or related systems or networks; (v) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (vi) access the Services to build a competitive service or product, or copy any feature, function, or content for competitive purposes; (vii) knowingly utilize the Services in a manner that exceeds the license parameters provided on the relevant Order; (viii) use the Services in violation of any Applicable Law or for any purpose not specifically permitted in this Agreement; or (ix) introduce, post, or upload to the VTS platform any Harmful Code (as defined below).  As used in this Agreement, (1) “Applicable Law” means, with respect to any entity or person, any federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such entity or person, or any of its properties, assets, or business operations, and (2) “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services or the VTS website, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operation of the Services.

3. Payment

1. Fees. In consideration for Client’s access to and use of the Services, Client shall pay to VTS the fees set forth in the applicable Order (the “Fees”).
2. Taxes. All Fees are in addition to, and do not include, any federal, state, or local sales, use, withholding, VAT and other similar taxes (collectively, “Taxes”).  Client is responsible for the payment of all applicable Taxes, without deduction or offset to the Fees due.  Any applicable direct pay permits or valid tax-exempt certificates must be provided to VTS prior to the execution of any Order.  If VTS is required to collect and remit Taxes on Client’s behalf, VTS will invoice Client for such Taxes, and Client will pay VTS for such amounts in accordance with the payment terms set forth below.
3. Payment Terms. Client will be invoiced for the Fees annually in advance, unless otherwise specified on the Order.  Client shall make payment under all invoices as specified on the Order, but if not specified, then within thirty (30) days of receipt of an invoice.
4. Expenses. Client is responsible for the cost of VTS’s reasonable travel related expenses associated with any onsite trainings and/or implementation services as may be set forth in the applicable Order only if such expenses have been approved in advance by Client in writing.

4. Proprietary Rights

1. Client Content. All data and content uploaded or transmitted by Client through the Services into its account or created, or generated by Client within its account, in the Services (collectively, “Client Content”) is the property of Client, as between VTS and Client.  If Client is given permission by another customer of VTS to access such other customer’s account within the Services, then, as between Client and such other customer, the other customer shall remain the owner and data controller of any data uploaded or manipulated within such other customer’s account.  For the avoidance of doubt, Client Content expressly excludes, as defined in this Agreement (i) any data and content accessed by Client which belongs to VTS or another VTS customer and (ii) Usage Data.
2. Third Party Software. Any third party software provided by VTS as part of the Services and specified in an Order (“Third Party Software”) is licensed to Client as follows: VTS grants Client a non-exclusive, non-transferable license during the Subscription Term to use third party software provided by VTS as part of the Services solely as provided as a component of a Service.
3. VTS Intellectual Property. The Services, and any and all software, workflow processes, API, user interfaces, databases, designs, documentation, videos created by VTS, and other technologies or content provided by VTS as part of the Services (the “VTS Intellectual Property”), are and shall remain the property of VTS and its licensors, and all right, title and interest in and to the VTS Intellectual Property, including all associated intellectual property rights, remain only with VTS and its licensors, along with any know-how, inventions, methods or techniques related to the Services developed or conceived as a result of VTS providing, or Client using, the Services, including without limitation any derivative works, improvements or enhancements and/or extensions of the foregoing (collectively, the “Developments”). Client hereby unconditionally and irrevocably assigns to VTS any and all rights it might otherwise acquire in the VTS Intellectual Property and any Developments as a result of its use of the Services or otherwise. Client may not make any modification to the Services, including removal or modification of any proprietary marking or restrictive legends contained therein. VTS reserves all rights unless expressly granted in this Agreement.
4. Data Analytics.  VTS may utilize Client Content in a de-identified form as a component in the creation of aggregated data sets, solely to the extent that such derivative data is fully anonymized and de-identified (such derived data the “Aggregate Data”).  Aggregate Data does not and shall not identify Client, any User, or any individual, and shall not include any personally identifiable information.  “Usage Data” means data collected by VTS in monitoring the performance and use of the Services by Client, and may include, without limitation, date and time that Users access the Services, the portions of the Services visited, the frequency and number of times the Services are accessed, and other performance data.  Usage Data may be shared on a confidential basis with VTS’s own service providers and may not be disclosed in a non-confidential manner unless it has been anonymized and de-identified.  VTS is the sole owner of all right, title, and interest in and to the Aggregate Data, Usage Data, and any combination thereof, which shall be deemed VTS Intellectual Property for purposes of this Agreement and may be used by VTS for any lawful purpose.
5. VTS maintains technical and organizational measures for protection of the security, confidentiality and integrity of Client Content. Subject to the terms and conditions of this Agreement, Client hereby grants VTS a non-exclusive, worldwide, fully paid-up, royalty-free, transferable right and license, with the right to grant sublicenses to vendors providing services to VTS related to the performance of the Services, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the Client Content for the purpose of providing the Services as provided herein.  VTS shall not be responsible for modifications, manipulations, updates or deletions to the Client Content made by Users nor responsible for confirming the accuracy of any Client Content. During the term of this Agreement, Client may export its Client Content as allowed by the functionality within the Service.  Upon expiration or termination of the Agreement, VTS may retain an archival copy of the Client Content kept in the normal course of business or for purposes of complying with Applicable Law, provided that such archival copy shall be retained on a confidential basis for the duration of its retention.

5. Representations and Warranties

1. Mutual Representations and Warranties.  Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and Orders; (ii) the execution, delivery, and performance of this Agreement, and Orders and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party; (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder; and (iv) its performance under this Agreement shall comply with all Applicable Laws.
2. Client Representations and Warranties. Client represents and warrants to VTS that (i) it has all necessary rights, and has obtained all necessary consents, to upload the Client Content and use the Client Content in connection with the Services, and to grant the rights and licenses granted hereunder with respect to all Client Content; and (ii) the Client Content does not and will not infringe, violate, or misappropriate any right of any third party, including, without limitation, any intellectual property rights.
3. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE SERVICES, THE VTS WEBSITE, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY VTS HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VTS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  TO THE EXTENT THAT VTS MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

6. Mutual Confidentiality

1. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. VTS’s Confidential Information includes, without limitation, the Services (including, without limitation, the Services’ user interface design and layout and pricing information), the Aggregate Data, the Usage Data, and all non-public VTS techniques, technology and processes. Client’s Confidential Information shall include, without limitation, the Client Content.
2. Protection of Confidential Information. Recipient must use the same degree of care to protect the confidentiality of Discloser’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information (but in no event less than reasonable care).  Recipient must not disclose or use any Confidential Information of Discloser for any purpose outside the scope of this Agreement. Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations to Recipient no less restrictive than the confidentiality terms of this Agreement.  Recipient shall be responsible for the acts and omissions of all of its employees and contractors, and any breach of this Agreement by any of its employees and contractors shall be deemed a breach of this Agreement by Recipient.
3. Exclusions. Notwithstanding subsection (a) of this Section, Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to Recipient prior to its disclosure by Discloser without breach of any obligation owed to Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by Recipient without use or access to the Confidential Information.  Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with reasonable advance notice to seek a protective order to the extent allowed by law or court order. If such protective order or other remedy is not obtained or Discloser waives compliance with the provisions of this Section, Recipient may furnish only that portion of Discloser’s Confidential Information which it is advised by its counsel is legally required to be disclosed and will use commercially reasonable efforts to ensure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
4. Return/Destruction of Confidential Information. Upon expiration or termination of the Agreement, Recipient will upon request of Discloser, return to Discloser, or destroy all copies of Discloser’s Confidential Information, except for archival and back-up copies. VTS may retain Client Content in a de-identified form indefinitely following termination of this Agreement, solely for its internal use in creating and managing Aggregate Data and Usage Data. Any and all retained Confidential Information, including Client Content retained by VTS as provided above, shall be maintained in a confidential manner for the duration of its retention.

7. Term and Termination

1. Term. This Agreement continues until all Orders have terminated.  The term of each Order (each, a “Subscription Term”) shall be set forth in the applicable Order.
2. Termination. Either party may terminate this Agreement and/or any Order(s) if the other party (i) is in material breach of this Agreement and has not cured such breach within thirty (30) days of the date of notification by the non-breaching party; or (ii) becomes the subject of insolvency, receivership or bankruptcy proceedings (or such analogous proceedings applicable to a party under local laws) or any other proceedings for the settlement of either party’s debts, or makes an assignment for the benefit of such party’s creditors.  In addition, VTS may terminate an Order under the limited circumstances set forth in Section 9(a) below.
3. Return of Client Content. Within sixty (60) days after termination, upon Client’s written request, VTS will provide a flat file data export of Client Content. After such sixty (60) day period, VTS has no obligation to maintain the Client Content and may destroy it.  Notwithstanding the foregoing, VTS reserves the right to retain an archival copy of the Client Content in accordance with Section 6(d) above.
4. Return of VTS Property. Upon termination of this Agreement for any reason, Client must pay VTS for any unpaid amounts and destroy or return all property of VTS, including, without limitation, the VTS Confidential Information. Upon VTS’s request, Client will confirm in writing its compliance with this destruction or return requirement.
5. Suspension of the Service. VTS may temporarily suspend the Services or remove the applicable Client Content, or both, if it in good faith believes that (i) as part of using the Service, Client has violated a law or a restriction in Section 2(c) above, or (ii) any amount owed under an Order is more than thirty (30) days past due following written notice of such past due amount. VTS will provide Client with prior written notice Client in advance of any suspension pursuant to clause (ii) above.

8. Liability Limit

1. EXCEPT FOR LIABILITY ARISING IN CONNECTION WITH A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, RECORDS OR INFORMATION, AND LOST PROFITS, REVENUE OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. VTS’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
2. Exclusions. Notwithstanding the foregoing, nothing in this Section 8 shall limit or exclude either party’s liability for any liability that cannot be limited or excluded by Applicable Law.

9. Indemnity

1. By VTS. VTS will indemnify, defend and hold Client harmless from and against any liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) incurred by Client in connection with any third-party action, claim, or proceeding (each, a “Claim”) to the extent that such Claim (i) alleges that the Service or any VTS technology used to provide the Service violates any copyright, patent, trademark or other intellectual property right of a third party recognized in the United States, (ii) arises from VTS’s breach of any of the representations and warranties made under Section 5, or (iii) arises from VTS’s gross negligence or willful misconduct.  If such a Claim appears likely, then VTS may, at its expense, (x) procure the necessary rights for Client to use the Service as provided in this Agreement and the applicable Order, (y) replace the infringing components of the Service or underlying technology with a substantially functional equivalent, or (z) suitably modify the Service or underlying technology so that it is non-infringing and functionally equivalent. If VTS determines that none of these options are reasonably available, then VTS shall terminate the applicable Order and refund a pro-rata portion of any Fees prepaid by Client for Services not yet rendered.   Notwithstanding anything to the contrary herein, VTS has no obligation to indemnify, defend, or hold Client harmless in connection with any Claim arising from (1) Client’s or any User’s combination of the Service with other technology, services, software or hardware where the infringement would not have occurred but for the combination; (2) any unauthorized modifications, alterations, or implementations of the Service made by or on behalf of Client other than by VTS; (3) Client’s or its Users’ use of the Service not in accordance with the documentation provided by VTS,  this Agreement, and/or an Order; or (4) Client’s or its Users’ use of the Service in a manner or for a purpose for which they were not designed. This section contains Client’s exclusive remedies and VTS’s sole liability for intellectual property infringement Claims.
2. By Client. Client will indemnify, defend, and hold VTS, its affiliates, its suppliers and hosting providers, and its and their respective officers, directors, members, managers, partners, employees, contractors or agents (“VTS Indemnified Parties”) harmless from and against any and all Losses incurred by any VTS Indemnified Party in connection with any Claim to the extent such Claim arises out of (i) any allegation that the Client Content or any portion thereof, or any use by VTS thereof as permitted under this Agreement, infringes, misappropriates, or violates any patent, copyright, trade secret, contract right, or other right of any third party recognized in the United States, (ii) Client’s breach of any of the representations and warranties made under Section 5 above, or (iii) Client’s gross negligence or willful misconduct.
3. Procedure.  The indemnified party shall promptly notify the indemnifying party in writing of any Claim for which the indemnifying party may have obligations under this Section 9; provided, however, that any failure of the indemnified party to provide prompt written notice pursuant to this Section 9 shall excuse the indemnifying party only to the extent that it is prejudiced thereby.  The indemnified party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole expense, with regard to the defense of any Claim.  The indemnifying party shall have full control of any such Claim and the authority to settle or otherwise dispose of any suit or threatened suit.  In no event, however, may the indemnifying party agree to any settlement of any Claim for which it has agreed to provide indemnification under this Agreement if such settlement would impose any liability or obligation upon the indemnified party, without the indemnified party’s prior, written consent.

10. Data Protection

1. Definitions and Interpretation

   1. “Client Personal Data” means any Personal Data in respect of which Client is a data controller or the data processor of another entity that is processed by VTS as a data processor or subprocessor, respectively, in connection with its performance of the Services.
   2. “Personal Data” means any data concerning applicable protected individuals:
      1. falling within the definition of “personal data” under Directive 95/46/EC of the European Parliament and of the Council or any replacement legislation, as applicable, including the General Data Protection Regulation 2016/679 (the “GDPR”) and the Member State implementations of the GDPR (collectively, “EU Data Protection Laws”);
      2. the definition of “personal data” or “personal information” under the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) as amended by the California Privacy Rights Act of 2020; or
      3. any other such Applicable Law relating to the retention or use of personally identifiable information as may be in effect regarding the data of that individual (collectively with the EU Data Protection Laws the “Privacy Laws”).

2. Nature of the Processing

   1. Subject Matter. The subject matter of Personal Data processing by VTS is the provision of the Services to the clients of VTS.
   2. Duration. VTS will process Personal Data during the Subscription Term and up to sixty (60) days after the expiration of the Subscription Term pursuant to Section 7(c) above.
   3. Nature and Purpose. Processing is done to provide the Services to Client and communicate with Client in relation to the Services.
   4. Data Categories. VTS shall process Personal Data entered into the Services by Client, as well as Personal Data provided by Client personnel interacting with VTS.
   5. Data Subjects. Processing concerns Client’s personnel using the Services or otherwise involved in their procurement or use by Client and third-party data subjects whose Personal Data is included in the Client Content.

3. Processor Obligations

   1. Client and VTS acknowledge and agree that Client is the controller of Client Personal Data and VTS is the processor of Client Personal Data pursuant to the Agreement. In certain instances, Client may be the processor of Client Personal Data, in which case VTS is appointed as a subprocessor of such Client Personal Data pursuant to the Agreement. Whether VTS is serving as a processor or subprocessor, VTS’s obligations shall remain pursuant to this Agreement, which align with VTS’s obligations as a processor pursuant to the Privacy Laws.
   2. VTS shall only use, disclose, or otherwise process Client Personal Data, on behalf of and in accordance with Client’s documented instructions, unless otherwise provided under Applicable Law.
   3. VTS complies with the EU-U.S. and Swiss-U.S. Data Privacy Frameworks (DPF) and the UK Extension to the EU-U.S. DPF as set forth by the US Department of Commerce regarding the collection, use and retention of personal information from the EEA, Switzerland and the UK, respectively (collectively the “Framework”). Client hereby authorizes VTS to transfer Client Personal Data to the United States for provision of the Services and performance under this Agreement subject to the Principles and Supplemental Principles as contained in the Framework applicable to the data transfer.
   4. VTS shall ensure that its personnel authorized to process Client Personal Data are subject to a duty of confidentiality by contract or are under an appropriate statutory obligation of confidentiality with respect to Client Personal Data.
   5. VTS shall implement appropriate technical and organizational measures with respect to Client Personal Data, after taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of data subjects, for the purpose of ensuring a level of security appropriate to the risk.
   6. Upon becoming aware of an accidental or unlawful destruction, permanent loss or alteration, unauthorized disclosure, access, or use of Client Personal Data by a third party (each, a “Security Incident”), VTS shall notify Client without undue delay. VTS shall further assist Client in fulfilling its personal data breach notification obligations under Applicable Law, taking into account the nature of the processing and the information available to the VTS.
   7. Client hereby consents to VTS’s use of third party subprocessors generally, and specifically the third parties described in the VTS Subprocessor List in Appendix A at www.vts.com/terms, as such list may be updated from time to time (“Downstream Subprocessors”) to process Client Personal Data pursuant to the Agreement. Client may elect to receive notification in advance of the inclusion of an additional subprocessor by providing such request to VTS at [email protected] and the appropriate email address(es) for receipt of notice. If Client reasonably objects in writing to a new or replacement Downstream Subprocessor within seven (7) calendar days after receipt of notice of such change, and the parties cannot resolve Client’s reasonable objection within fourteen (14) calendar days after receipt of such objection, then Client may terminate the applicable Order.
   8. VTS may replace or add a Downstream Subprocessor without prior notice to Client if, in its sole discretion, such action is necessary to prevent or mitigate risk to the Services, Personal Data, technology infrastructure, or Clients. VTS shall update the Subprocessor List with the replacement or additional Downstream Subprocessor as soon as possible, and Client shall retain the right to object to such Downstream Subprocessor as described in (vii) above upon receipt of such notice.
   9. VTS shall enter into written contracts with its Downstream Subprocessors that include data protection obligations that are at least as strict as the standard set forth in this Agreement and shall remain liable for any breach by Downstream Subprocessor under this Agreement as if it were a breach by VTS.
   10. Taking into account the nature of the processing, and to the extent Client cannot fulfill such obligations directly via the Services, VTS shall provide commercially reasonable assistance, including through appropriate technical or organizational measures, insofar as this is possible, to Client to fulfill its obligations to respond to data subject rights requests, specifically the right to access, rectification, erasure, restriction, objection, or portability, as applicable under Applicable Law. If VTS receives a request directly from a data subject it will notify Client of the request (including all relevant details provided by data subject) and await Client’s instructions.
   11. VTS shall notify Client without undue delay if a supervisory authority or law enforcement authority makes any inquiry or request for disclosure of Client Personal Data.
   12. VTS shall provide Client with reasonable assistance should Client conduct a data protection impact assessment regarding the Services, including providing information reasonably necessary for Client’s prior consultation with a supervisory authority regarding such data protection impact assessment.
   13. VTS shall make available to Client all information necessary to demonstrate compliance with the obligations laid down in this Section and, at Client’s expense, allow for and contribute to audits, including inspections, conducted by the Client or an independent third-party auditor mandated by the Client. VTS shall inform Client immediately if, in its opinion, a Client instruction infringes Applicable Law.
   14. Upon termination or expiration of this Agreement, VTS shall, in accordance with the terms of this Agreement, delete or return to Client all relevant Client Personal Data (and delete all copies) in VTS’s possession, save to the extent that VTS is required under any Applicable Law to retain some or all Client Personal Data or is retained pursuant to the archival and backup policies of VTS. In such event, VTS shall extend the protections of this Agreement to such Client Personal Data and limit processing of such Client Personal Data to only those purposes for so long as VTS maintains the Client Personal Data.

4. Aggregate Data

   1. Client hereby grants VTS the right to process and use the Aggregate Data as described in Section 4(d), including, but not limited to, for the purposes of statistics, usage reporting, data analytics, industry analysis, market research, and other similar purposes, and for general business purposes including, but not limited to, the sale and/or license of Aggregate Data to third parties.

11. VTS Refresh

During any Subscription Term for which VTS’s Service known as VTS Refresh is licensed, if applicable, the VTS Refresh Service will regularly update the following types of data within the Services on the terms and conditions contained herein:

• Rent rolls (includes options and rights data if not included in rent roll) on a monthly basis
• Budget data on an annual basis
• Site plans as changes occur, no more than once per month
• Sales data (if Client is unable to leverage VTS APIs) on a monthly basis

Client shall designate an employee or third party that is responsible for providing updated data to VTS. Client must notify VTS of any change to Client’s designated contact. VTS will provide a process and instructions by which Client (or Client’s designated contact) may provide updated data to VTS. VTS shall have no obligation to update data unless updates are submitted within the given update period and in accordance with VTS’s reasonable instructions. Client is solely responsible for the completeness and quality of data and/or images provided to VTS. VTS will accept the following file formats: .txt, .csv, .xls(x), .pdf, .jpeg, .png, .doc(x), and .rtf.  VTS does not accept file formats that are not designed to be human-readable (e.g., .xml, database extracts, etc.). VTS’s preferred language for data is English. VTS will use commercially reasonable efforts to interpret any data not provided in English, however VTS may require Client to provide an alternate version of any non-English data.

Client (or Client’s designated contact) is responsible for working with the VTS team to approve the mapping from Client’s original source data to the appropriate VTS data items. VTS will have no responsibility for mapping issues discovered after Client has approved the mapping. Should the format of Client’s data change for any reason, Client (or Client’s designated contact) will be required to repeat the mapping process with the VTS team (which may be subject to additional deployment fees).

All data described in this Section 11 shall be deemed Client Content for purposes of this Agreement.

12. VTS Market

1. Client represents that the Client Content it provides for use in the Marketing Management, Distribution & Content Creation, the VTS Market modules within VTS 4 and VTS 4 Plus, and the VTS PropertyCapsule Services, each as may be licensed in an Order (collectively “VTS Market”), with specific attention given to all information that will be publicly displayed through VTS Market, shall be reasonably accurate.  VTS reserves the right to remove or modify publicly viewable Client Content in the event that it reasonably believes such Client Content is inaccurate or misleading.  VTS may also append, supplement, or modify Client Content displayed on VTS Market in non-material respects, which may include digital watermarks, non-material changes to particular data points, or other enhancements related to privacy and security.
2. For the avoidance of doubt, VTS shall not be a party to any real estate transaction that may involve or originate through Client’s use of VTS Market.  VTS Market is utilized for the marketing of real estate, but any transaction that may result from or be connected to the use of VTS Market shall be on its own terms as between the applicable parties.  Accordingly, VTS does not represent or warrant the accuracy of any information submitted by a third party through VTS Market.
3. VTS and Client acknowledge that Client Content provided for use in VTS Market shall remain the property of Client.  VTS shall have the right to utilize Client Content approved for publication by Client to market, distribute and promote the properties and listings on behalf of the Client.  Data generated through the usage of VTS Market by third parties (the “VTS Market Data”), shall be owned by VTS, which shall provide a worldwide, irrevocable, royalty-free license to Client to utilize provided VTS Market Data for its own business purposes.
4. Client hereby provides VTS with an irrevocable, perpetual, royalty-free, worldwide, non-transferrable license solely (i) to display image and video content of spaces or buildings created by VTS as provided in an Order for VTS Market for the marketing of such spaces or listings (as described in an Order, the “Visual Content”) on VTS Market during the Subscription Term; (ii) for the internal business use of VTS to develop, maintain, and analyze its service offerings; and (iii) for the marketing of VTS service offerings generally. Visual Content may be watermarked with attribution to VTS and may be modified by VTS to contain other security measures as well.  Client is solely responsible for managing and storing Visual Content (other than as displayed through the Services). Any creation of Visual Content by VTS will be specifically provided for in a statement of work provided with the applicable Order.
5. Client agrees to work in good faith with VTS to (a) ensure that all information and content displayed on VTS Market in relation to Client’s listings is reasonably accurate and (b) resolve issues in a timely manner.

13. Activate

1. Order. Client and its affiliates may execute one or more Orders for Services that include VTS’s Activate offering (“Activate”), which may be contracted by VTS or VTS’s affiliate VTS Lane, Inc. subject to the additional terms herein.  For the purposes of such Order, references to VTS in this Section shall also be read as references to VTS Lane, Inc. with respect to that Order.
2. Services.  Activate includes both the Activate software as a service offering (the “Subscription Services”) and its workplace and tenant experience platform, which may include certain related programming and user interfaces (collectively, the “Platform”), as described herein or in an applicable Order.
3. Channels and End Users.  Client may use the Subscription Services to create a channel on the Platform (“Client’s Channel”) that provides information and services relating to the assets licensed for use with Activate in an Order (each a “Property”), and to invite individuals to interact with Client’s Channel by creating an account on the Platform with VTS (all such individuals who open an account are “Activate Users”). End Users may be Client’s or Client’s tenants’ employees, guests, or customers. Client acknowledges that End Users may subscribe for more than one channel on the Platform (for example, if Client is a property owner and an End User also works in another building which is owned by another customer of VTS, such End User may subscribe to Client’s Channel and to the other customer’s channel). During the account opening process, End Users shall be required to agree to Activate’s standard terms of use and privacy policy, each as updated from time to time, which will govern their use of the Platform and Activate’s collection, use, processing and disclosure of Personal Data. If requested by Client, End Users may also be required to agree to Client’s privacy policy and/or terms of use which will govern their use of Client’s Channel and Client’s collection, use, processing and disclosure of Personal Data as a result of End Users’ use of Client’s Channel. Client represents and warrants to VTS that Client is the owner, lessor, property manager or a tenant of the Property, and that the Property is not a residential or industrial property.
4. Optional Services.  VTS may make available to Client through the Services certain information obtained by VTS from publicly available sources or its third-party content providers and/or certain third party services, including services allowing Client to accept payments from End Users (each, an “Optional Service”).  All Optional Services will be identified as such on the applicable Order Form and may be subject to additional terms and conditions as referenced on such Order Form (the “Optional Services Term”).  Such Optional Services Terms are complementary to this Agreement and incorporated herein by reference; in the event of any conflict between the Optional Services Terms and any other provision of this Agreement, the Optional Services Terms will prevail solely as they relate to the applicable Optional Service.
5. Third Party Services.  The Platform may contain features or interfaces designed to enable or assist End Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites (“Third Party Services”).  Any use by Client of the Third Party Services, and any exchange of data is solely between Client and the third party providing the Third Party Service. VTS does not endorse or approve any Third Party Services, and shall have no liability or obligation whatsoever in relation to Client’s or any End User’s access to or use of any Third Party Service, or any transactions made by an End User with any such third party, whether they are designed by VTS as “certified” or not. If Client elects to use any Third Party Services that you have access to through the platform, then Client grant VTS permission to allow the third party providing the Third Party Services to access the Subscription Services as required for the interoperation of the Third Party Services with the Subscription Services. VTS does not guarantee the continued availability of Third Party Services. If the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the Platform, or if VTS reasonably forms the view that a Third Party Service poses security or other risk to VTS or its customers, VTS may cease providing those Subscription Services features without entitling Client to any refund or other compensation. For greater certainty, Third Party Services are not “Services” for purposes of this Agreement.
6. Equipment. VTS warrants to Client that for a period of one (1) year from the date of shipment of any equipment (“Equipment Warranty Period”), such equipment will be free from significant defects in material and workmanship. The Equipment Warranty Period does not apply where such equipment has been (i) subjected to abuse, misuse, neglect, accident, improper testing, improper installation, improper storage, improper handling, or use contrary to any instructions issued by VTS, (ii) used with any third party product, hardware, or product that has not been previously approved in writing by VTS, or (iii) reconstructed, repaired, or altered by persons other than VTS or its authorized representatives. During the Equipment Warranty Period, Client shall immediately notify VTS of any alleged claim or defect in such equipment. VTS may, at its sole option, elect to repair or replace, at its expense, any defective equipment or issue a credit or refund to Client the price of such defective equipment (less any applicable discounts, rebates, or credits). The foregoing sentence represents Client’s sole and exclusive remedy and VTS’s entire liability for any breach of the limited warranty set forth in this Section 13(f).
7. Installation. If any equipment is installed by VTS, VTS warrants to Client that such equipment will be installed in a professional manner, and that the installation of such equipment will be free from defects in installation for a period of one (1) year from the date such equipment is installed by VTS (“Installation Warranty Period”). The Installation Warranty Period does not apply where such installed equipment has been (i) subjected to abuse, misuse, neglect, accident, improper testing, improper storage, improper handling, or use contrary to any instructions issued by VTS, (ii) used with any third party product, hardware, or product that has not been previously approved in writing by VTS, or (iii) reconstructed, repaired, or altered by persons other than VTS or its authorized representatives. During the Installation Warranty Period, Client shall immediately notify VTS of any non-conformity of installation. VTS may, at its sole option and at its expense, re-perform, or otherwise correct the installation service so that it conforms to the limited warranty provided herein. The foregoing sentence represents Client’s sole and exclusive remedy and VTS’s entire liability for any breach of the limited warranty set forth in this Section 13(g).

14. VTS Rise

1. Orders. Client and its affiliates may execute one or more Orders for Services that include the VTS Rise offering (“VTS Rise”) subject to the additional terms herein.
2. VTS Rise Services. VTS Rise may be used by Client’s or Client’s tenants’ employees or other personnel, guests or customers or other persons authorized by Client (collectively “Rise Users”). Rise Users by default, absent terms provided by Client, will be presented with Rise’s End-User License Agreement (“EULA”) as provided through VTS Rise and located at https://www.vts.com/end-user-license-agreement. “Rise Materials” means the information technology infrastructure used by or on behalf of VTS in regards to VTS Rise, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by VTS or through the use of third-party services, and all new versions, updates, revisions, improvements, and modifications of the foregoing, (the “Rise Systems”), VTS Rise, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by VTS in connection with VTS Rise or otherwise comprise or relate to VTS Rise or Rise Systems. VTS is providing VTS Rise and the Rise Materials to Client on a nonexclusive basis. VTS reserves all rights in and to VTS Rise and the Rise Materials not expressly granted to Client in this Agreement. VTS reserves the right, in its sole discretion, to make any changes to VTS Rise and the Rise Materials that it deems necessary or useful in its sole discretion.
3. Client Obligations. Client has and will retain sole responsibility for: (a) all Client Content, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with VTS Rise; (c) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services (“Client Systems”); (d) all access to and use of VTS Rise and Rise Materials directly or indirectly by or through the Client Systems; (e) all actions or omissions of its Authorized Users. Client shall comply with all Applicable Law in connection with its use of VTS Rise. Client acknowledges that VTS exercises no control over the content or use of Client Content transferred by Client or its Rise Users by or through VTS Rise. By transferring Client Content by or through the Services, or soliciting Client Content from its Rise Users, Client agrees that VTS may process, transmit and/or store such Client Content only to the extent required to provide VTS Rise. Client agrees to obtain all consents and make all disclosures as required by Applicable Law in connection with using and disclosing such Client Content. Except as may be necessary for normal operation of VTS or where such Client Content has been replaced, or was a temporary copy, VTS shall not delete, destroy, or otherwise purge Client Content from VTS Rise without prior notice to Client and without affording Client an opportunity to export the Client Content at Client’s cost and expense.  On request, VTS shall provide reasonable assistance to Client in relation to its export of Client Content.
4. Third Party Materials. In connection with VTS Rise, VTS may from time to time make available, including through third party advertising, Third Party Services. The Third Party Services are subject to their own terms and conditions. VTS does not endorse or approve any Third Party Services and shall have no liability or obligation whatsoever in relation to Client’s or any Rise User’s access to or use of any Third Party Service, or any transactions made by a Rise User with any such third party, whether they are designed by VTS as “certified” or any similar designation. VTS may from time to time make available payment functionality for Third Party Services through a payment processor to process credit card and ACH payments. Client and Rise Users shall, as applicable, be liable for all charges and fees related to any such payments. VTS is not liable for, and will not have any liability to any person with respect to, any Third Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof, or any fees or charges incurred by Client or its Rise Users in connection thereto. If the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with VTS Rise, or if VTS reasonably forms the view that a Third Party Service poses security or other risk to VTS or its customers, VTS may cease providing those Third Party Services features without refund or other compensation.
5. Equipment. VTS warrants to Client that for a period of one (1) year from the date of shipment of any equipment (“Equipment Warranty Period”), such equipment will be free from significant defects in material and workmanship. The Equipment Warranty Period does not apply where such equipment has been (i) subjected to abuse, misuse, neglect, accident, improper testing, improper installation, improper storage, improper handling, or use contrary to any instructions issued by VTS, (ii) used with any third party product, hardware, or product that has not been previously approved in writing by VTS, or (iii) reconstructed, repaired, or altered by persons other than VTS or its authorized representatives. During the Equipment Warranty Period, Client shall immediately notify VTS of any alleged claim or defect in such equipment. VTS may, at its sole option, elect to repair or replace, at its expense, any defective equipment or issue a credit or refund to Client the price of such defective equipment (less any applicable discounts, rebates, or credits). The foregoing sentence represents Client’s sole and exclusive remedy and VTS’s entire liability for any breach of the limited warranty set forth in this Section 14(e).
6. Installation. If any equipment is installed by VTS, VTS warrants to Client that such equipment will be installed in a professional manner, and that the installation of such equipment will be free from defects in installation for a period of one (1) year from the date such equipment is installed by VTS (“Installation Warranty Period”). The Installation Warranty Period does not apply where such installed equipment has been (i) subjected to abuse, misuse, neglect, accident, improper testing, improper storage, improper handling, or use contrary to any instructions issued by VTS, (ii) used with any third party product, hardware, or product that has not been previously approved in writing by VTS, or (iii) reconstructed, repaired, or altered by persons other than VTS or its authorized representatives. During the Installation Warranty Period, Client shall immediately notify VTS of any non-conformity of installation. VTS may, at its sole option and at its expense, re-perform, or otherwise correct the installation service so that it conforms to the limited warranty provided herein. The foregoing sentence represents Client’s sole and exclusive remedy and VTS’s entire liability for any breach of the limited warranty set forth in this Section 14(f).
7. Restrictions. Except as provided herein, and in addition to those restrictions provided in Section 2(c), Client shall not (i) make VTS Rise or any user guides or other documentation relating to VTS Rise made available by VTS on a non-public basis (the “Rise Documentation“) available to anyone other than Rise Users or modify the Rise Documentation; or (ii) use VTS Rise in respect of any property other than the Property.

15. Service Levels.

VTS shall use commercially reasonable efforts to maintain the online availability of the Services for a minimum of availability in any given month of 99.5% (excluding scheduled maintenance, force majeure and outages that result from any Client or third party technology issues). VTS reserves the right to modify the Services from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes, and to modify the customer support provided in connection with the Services. VTS further reserves the right to discontinue any feature of the Services at any time at VTS’s sole, reasonable discretion. Any such modification or discontinuance during any Subscription Term shall not materially decrease the overall functionality of the Services.

16. Other Terms

1. Entire Agreement and Changes. This Agreement and all executed Order(s) constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Client is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement. No representation, promise or inducement not included in this Agreement is binding.  No modification of this Agreement or any Order may be made except in a writing signed by both parties. No waiver of this Agreement is effective against a party unless that party signs such waiver in writing. Client shall appoint an account owner who shall have the authority to add subscriptions to Client’s account by written request (including email), online/in-app request and other means which may be introduced by VTS.  Client shall be bound by all actions of its account owner.  Client may change the account owner upon written notice to VTS.
2. No Assignment. Neither party may assign or transfer this Agreement (including by operation of law) or an Order to a third party, except that this Agreement with all Orders may be assigned by either party, without the consent of the other party, as part of a merger, reorganization, change in control, or sale of substantially all of its assets.
3. Independent Contractors. The parties are independent contractors with respect to each other and nothing in this Agreement shall be deemed to establish any partnership, joint venture, employment, franchise or agency relationship. Further, neither party will have the power to bind the other without the other’s prior written consent nor make any representation that it has any such power.
4. Force Majeure.  Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
5. Money Damages Insufficient. Any breach by a party of Sections 4 and 6 of this Agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.  Such party will not be required to post a bond or other security in connection with the granting of any such relief.
6. No Additional Terms; No Waiver. VTS rejects additional or conflicting terms of any Client form-purchasing document.  No failure or delay by either Party in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.
7. Order of Precedence. If there is an inconsistency between this Agreement and an Order, the Order prevails.
8. Survival of Terms. Any terms that by their nature survive termination of this Agreement for a party to assert its rights and receive the protections of this Agreement will survive (including, without limitation, the confidentiality terms, the proprietary rights, the disclaimer, and the indemnity terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
9. Severability. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10. Feedback. By submitting ideas, suggestions, or feedback to VTS regarding the Service, Client agrees that such items submitted do not contain confidential or proprietary information, and Client hereby grants VTS an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose, without any compensation or attribution to Client.
11. Reference Account. Client shall allow VTS to use its name and logo in its marketing communications and materials, in accordance with Client’s trademark guidelines and policies.
12. Anti-Bribery. No payments or undue financial or other advantage of any kind shall be made by a party to advisers or agents, directly or indirectly, to any entity, government, corporation or other person for the purpose of improperly influencing the consideration of applications for a business activity or the receipt of any other benefits, including the obtaining or retaining of business.  Each party shall:

1. 1. comply with all Applicable Laws relating to anti-bribery and/or anti-corruption;
   2. not engage in any activity, practice or conduct which constitutes an offence under any applicable anti-bribery and/or anti-corruption legislation; and
   3. notify the other party immediately if it becomes aware that, or has reason to believe that, it has breached his obligations under this paragraph.

13. Counterparts; Electronic Signature.  This Agreement may be executed in two or more counterparts, each of which shall be considered an original and all of which together shall constitute one and the same agreement.  The parties agree that this Agreement may be electronically signed.  The parties agree that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
14. No Third-Party Beneficiaries. Except as otherwise expressly provided for in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to create any rights in, or confer any benefits upon, any person or entity other than the parties to this Agreement. No person who is not a party to this Agreement shall have any right to enforce any term of this Agreement.
15. Governing Law and Venue. This Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles) for any dispute between the parties arising out of or relating to the subject matter of this Agreement.  The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts in New York, New York for any dispute between the parties arising out of or relating to the subject matter of this Agreement.Where Client is a resident of the EEA or the United Kingdom, any dispute between the parties arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which are deemed to be incorporated by reference into this Section 16. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be in London.  The language to be used in the arbitral proceedings shall be English.  Throughout this arbitration, the governing law of the contract shall be in the substantive law of the State of New York.
16. Digital Millennium Copyright Act. VTS respects the intellectual property rights of others and attempts to comply with all relevant laws. VTS will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.

VTS Legal
1095 Sixth Ave. 11th Fl. New York, NY 10036
[email protected]

If you believe that your work has been copied on the VTS platform or website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Please Note: You are entering into a legally binding agreement. Last updated on Tuesday, January 21 2025.

VTS Platform Subprocessors

VTS General Subprocessors

Amazon Web Services: Physical Hosting Environment. The Production instance is located in AWS region us-east-1, North Virginia. The Disaster Recovery instance is located in us-west-2, Oregon.
Arcgate: Optional offshore outsourced service to manually onboard datasets as per Client’s request. India-based processing.
Atlassian: Internal support ticket management.  US-based processing.
Auth0: User onboarding and authentication. US-based processing.
Branch.io: Transactional application email delivery application.  US-based processing.
Bugsnag: Monitors for code failing to execute properly and create alarms and reports.  US-based processing.
Datadog: Application performance monitoring.  US-based processing.
Delighted: User satisfaction tool.  US-based processing.
Egnyte: Secure file-sharing tool used to transfer sensitive information during onboarding.  US-based processing.  US-based processing.
Fivetran: Application analytics and third party data integration.  US-based processing.
FullStory: Allows support and engineering to understand user issues/errors from support tickets.  US-based processing.
Google: Google Drive as internal tool, Google Cloud Platform (GCP) as a PDF generation tool to provide feature within Software and Google Analytics for website management.  Global processing.
Looker: Data and analytics management.   US-based processing.
Mailchimp/Mandrill: Transactional application email delivery service.  US-based processing.
Mixpanel: Application analytics utility.  US-based processing.
Pendo: Application analytics utility.  US-based processing.
Ping Identity: Service Single Sign on (SSO) connection.  US-based processing.
Pushwoosh/Urban Airship: Mobile device push services.  US-based processing.
Stitch: Internal aggregation tool for tracking of issues and usage data for internal platform maintenance.  US-based processing.
Twilio: User communication.  US-based processing.
UXCam: Allows support and engineering to understand user issues/errors from support tickets.  US-based processing.
WalkMe: Communication tool used to walk new users through platform walkthroughs.  US-based processing.
Zendesk: Helpdesk for clients and users.  US-based processing.

VTS Market Subprocessors

Clearbit: Website analytics.  US-based processing.
Gravity Forms: VTS Market management of user input.  US-based processing.
Hotjar: Software support and maintenance management tool.  US-based processing.
Segment.io: Data management.  US-based processing.

Property Capsule Subprocessors

Adobe Cloud: Customer support. US-based processing.
Campaign Monitor: Manager for email campaigns.  US-based processing.
Inspectlet: Allows support and engineering to understand user issues/errors from support tickets. US-based processing.
iText: PDF generation and document management.  US-based processing.
Linode: Hosting and backup of data feeds and web templates.  US-based processing.
Maxmind: User localization tool.  US-based processing.
Segment.io: Data management.  US-based processing.

Rise Subprocessors

Iterable: Automated user communication.  US-based processing.
MongoDBCloud: Database management.  US-based processing.

Activate Subprocessors

Inspectlet: Processing user issues/errors from support tickets.  US-based processing.
Snowflake: data management service.  US-based processing.
Stripe Terminal: Integration permitting payment processing. US-based processing.
Tray: API integrations. US-based processing.