Terms of Use Agreement

Last Updated: June 1, 2025

PLEASE READ THIS TERMS OF USE AGREEMENT (the “Terms”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND VEST Her Inc., d/b/a VEST (“VEST,” “we,” or “us”).

By (a) accessing or using any VEST website with an authorized link to these Terms (the “Site”), (b) installing or using our mobile application(s) (the “App”), (c) signing up for membership with VEST (the “Membership”), or (d) accessing or using any content, information, services, features, or resources available or enabled via the Site or App (collectively with the Site, App, and Membership, the “Services”), and/or by clicking to accept these Terms, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind such entity. If you do not agree, do not use the Services.

Your use of the Services is also subject to any additional terms, conditions, and policies posted on the Services or otherwise provided by VEST (collectively, “Supplemental Terms”), including any executed membership agreement (the “Membership Agreement”). To the extent of any conflict, the applicable Supplemental Terms will control for their subject matter. These Terms and any Supplemental Terms are collectively the “Agreement.”

Changes to the Agreement. We may modify the Agreement at any time in our sole discretion. We will post the updated Terms on the Site/App and update the “Last Updated” date above. We may also provide notice by email or through the Services where required by law. If you do not agree to the changes, stop using the Services. Your continued use constitutes acceptance of the updated Terms. Please check the Site regularly for the then‑current Terms.

1. Description of Services

VEST offers Membership, programming and events, community forums, and other resources for professional development. Certain users may also access personal executive coaching services (“Coaching Services”) through independent professional coaches (“Coaches”). From time to time, VEST may offer additional services or benefits associated with Membership (“Membership Add‑Ons”).

1.1 Membership; Application and Approval

To apply for Membership, visit vesther.co and submit an application. Acceptance is at VEST’s sole discretion. If your application is approved, your Membership will be governed by the Membership Agreement in addition to these Terms.

1.2 Coaches and Coaching Services

Coaches are independent providers and are not employees, partners, representatives, agents, or joint venturers of VEST. VEST does not perform the Coaching Services and does not supervise or control Coaches. Coaching Services are provided at your sole risk and may be subject to additional fees disclosed at the time of booking. VEST may facilitate scheduling and communication through the Site/App.

1.3 Membership Add‑Ons

We may offer optional Add‑Ons from time to time. Additional terms may apply. Contact info@vesther.co with questions.

1.4 Eligibility

You must be at least eighteen (18) years old (or the age of legal majority in your jurisdiction) to use the Services. You represent and warrant that you (a) meet all eligibility requirements, and (b) are not barred from using the Services under applicable law. We may change eligibility criteria or refuse access at our discretion.

2. Accounts and Registration

When creating an account (your “Account”) or applying for Membership, you agree to provide true, accurate, current, and complete information (“Registration Data”) and to update it as needed. You are responsible for all activities under your Account and for keeping your login credentials secure. Do not share your Account or password. Notify VEST immediately of any unauthorized use. You may maintain only one Account. VEST may reclaim usernames and may suspend or terminate Accounts for violations of this Agreement. You are solely responsible for all access to and use of the Services through your Account, whether or not authorized by you.

3. Ownership; License

3.1 Ownership

The Services, including all software, content, and materials, are owned by VEST and its licensors and are protected by intellectual property laws. VEST reserves all rights not expressly granted.

3.2 License to Use the Services

Subject to this Agreement, VEST grants you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Services for your personal or internal business purposes.

3.3 App License and App Store Terms

Subject to this Agreement, VEST grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to download and use one copy of the App on a device you own or control. Your use of any App Store‑sourced application is subject to the terms of the applicable app store (e.g., Apple App Store, Google Play), which are third‑party beneficiaries of this Agreement with the right to enforce applicable terms.

3.4 Trademarks

The VEST name, logos, and related marks are trademarks of VEST. You may not use them without our prior written permission. All other marks remain the property of their respective owners.

4. User Content; Submissions

4.1 Responsibility

You are solely responsible for all content you make available through the Services (“User Content”). VEST has no obligation to pre‑screen content but may remove content that violates this Agreement or is otherwise objectionable.

4.2 Ownership and License to VEST

VEST does not claim ownership of your User Content. By posting or submitting User Content, you represent that you have the rights necessary to grant, and you hereby grant, to VEST a worldwide, non‑exclusive, royalty‑free license to host, reproduce, display, and create derivative works of your User Content as reasonably necessary to operate and provide the Services. Content submitted to public areas may be viewed and used by other users.

4.3 Submissions (Ideas/Feedback)

If you submit ideas, suggestions, or other content (collectively, “Submissions”), you grant VEST a perpetual, irrevocable, worldwide, royalty‑free, fully sublicensable license to use, reproduce, modify, and exploit such Submissions for any purpose without compensation.

4.4 Community and Conduct

You agree to comply with our Community Guidelines and not to: (i) infringe others’ rights; (ii) post unlawful, harassing, defamatory, obscene, or otherwise objectionable content; (iii) send spam or unsolicited advertising; (iv) run contests or other commercial activities without permission; (v) impersonate others; or (vi) post others’ personal/confidential information without consent. VEST may remove content and suspend or terminate Accounts for violations.

4.5 Account Deletion

We may delete inactive Accounts (no activity for at least two years). You may request deletion by emailing info@vesther.co. We will take commercially reasonable steps to delete your Account within 7 business days, subject to our legal obligations.

5. Acceptable Use; Restrictions

You agree not to: (a) license, sell, or commercially exploit the Services except as expressly permitted; (b) frame or mirror the Services; (c) use metatags or hidden text using VEST’s marks; (d) reverse engineer or create derivative works of the Services except as allowed by law; (e) scrape or harvest data; (f) build a competing service; (g) copy or distribute any portion of the Services without permission; (h) remove proprietary notices; (i) circumvent security or access controls; (j) impose an unreasonable load on our infrastructure; or (k) interfere with the proper operation of the Services. Any unauthorized use terminates the licenses granted by VEST.

6. Third‑Party Services

The Services may contain links to third‑party websites, apps, or ads. We do not control and are not responsible for third‑party content or services. Your use of third‑party services is at your own risk and subject to their terms and privacy policies. Availability of the App depends on third‑party app stores and network providers; additional terms from Apple and Google may apply (including Google Maps/Places terms if used).

7. Fees; Payment; Refunds; Chargebacks

7.1 Membership Fees

Joining Fee. Upon initial acceptance into the community, new members pay a one‑time Joining Fee that supports onboarding, community access, and initial resources. The Joining Fee is nonrefundable.

Renewal Fee. After the first year, members may renew annually at the then‑current Renewal Fee. Renewal terms, amounts, and schedules are set forth in the Membership Agreement or renewal notice and may change in our discretion.

No Refunds for Non‑Use. Access to opportunities, programming, and the community is provided throughout the term. Fees cover access—not attendance—and fees are not refundable due to non‑participation.

7.2 Other Services

Coaching Services and any Membership Add‑Ons may carry separate fees disclosed at purchase or booking. You agree to pay all amounts due in accordance with the pricing and billing terms in effect when charges are incurred.

7.3 Payment Authorization

You authorize VEST (and our payment processors) to charge your designated payment method for all fees and applicable taxes when due. You agree to keep your billing information current. We may change prices or billing methods by posting updates on the Services or notifying you by email.

7.4 Refund Policy

All payments made through the Services are final. Except where required by law or expressly stated in Supplemental Terms, VEST does not issue refunds, including for the Joining Fee, Renewal Fees, Coaching Services, or Add‑Ons.

7.5 Chargebacks and Disputes

Initiating a chargeback for fees that are due under this Agreement is a breach. We reserve the right to suspend or terminate access and to pursue collection, including reasonable costs and fees, for improper chargebacks.

7.6 Payment Processors

VEST a third‑party payment service provider. By using the Services, you agree to comply with the applicable third-party payment service provider's terms and policies and authorize us to share information as necessary to process transactions.

8. Indemnification

You agree to indemnify, defend, and hold harmless VEST and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers (collectively, the “VEST Parties”) from and against any losses, liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content; (b) your use or misuse of the Services; (c) your breach of this Agreement; (d) your violation of another’s rights; or (e) your violation of applicable law. We may, at our expense, assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us.

9. Disclaimers

AS‑IS / AS‑AVAILABLE. To the maximum extent permitted by law, the Services—including any Coaching Services and any member‑organized events—are provided “as is” and “as available.” The VEST Parties disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non‑infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will meet your requirements, be uninterrupted, timely, secure, or error‑free; that defects will be corrected; or that the Services are free of viruses or other harmful components.

Some jurisdictions do not allow limitations on implied warranties; some provisions may not apply to you.

10. Limitation of Liability

To the fullest extent permitted by law, the VEST Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, use, goodwill, or other intangible losses, arising out of or related to your use of or inability to use the Services, even if advised of the possibility of such damages. In no event will the VEST Parties’ total liability exceed one hundred dollars (US $100). Some jurisdictions do not allow the exclusion or limitation of certain damages; some limitations may not apply to you. The foregoing limitations are fundamental elements of the basis of the bargain between you and VEST.

11. Copyright; DMCA

If you believe content on the Services infringes your copyright, please send a notice with the following information to our Copyright Agent: (1) your physical or electronic signature; (2) identification of the copyrighted work claimed to have been infringed; (3) identification of the material that is claimed to be infringing with reasonably sufficient information to locate it; (4) your contact information; (5) a statement that you have a good‑faith belief that use is not authorized; and (6) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the owner.

12. Termination; Suspension

We may modify or discontinue the Services or suspend or terminate your access at any time for any reason, with or without notice. Upon termination, provisions that by their nature should survive (e.g., ownership, disclaimers, limitations of liability, indemnities, payment obligations, and dispute resolution) will survive. Unpaid amounts remain due.

13. International Use

The Services are controlled from the United States and may not be available or appropriate in other locations. You access the Services at your own risk and are responsible for compliance with local law.

14. Dispute Resolution; Arbitration Agreement

Please read this section carefully. It requires binding arbitration on an individual basis and affects your rights.

14.1 Agreement to Arbitrate

You and VEST agree that any dispute, claim, or controversy arising out of or relating to the Services or this Agreement will be resolved by binding arbitration rather than in court, except that (a) either party may bring qualifying claims in small‑claims court; and (b) either party may seek injunctive or other equitable relief in court for infringement or misuse of intellectual property rights.

14.2 Rules and Forum

The Federal Arbitration Act governs this arbitration provision. Arbitration will be administered by JAMS under its Streamlined Arbitration Rules (for claims under US $250,000, excluding fees and interest) or its Comprehensive Arbitration Rules (for other claims). If JAMS is unavailable, the parties will select another provider. If the arbitrator finds you cannot afford JAMS filing/administrative/hearing fees and cannot obtain a waiver, VEST will pay them. You may elect to conduct the arbitration by telephone, by written submissions, or in person in the county where you reside in the United States or another mutually agreed location. Any judgment on the award may be entered in any court of competent jurisdiction.

14.3 Arbitrator’s Authority

The arbitrator has exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. The arbitrator may award all remedies available to an individual party under applicable law.

14.4 Waiver of Jury Trial and Class Actions

You and VEST waive any right to a jury trial. All claims must be brought on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. If a court decides that applicable law precludes enforcement of any of this class action waiver as to a particular claim for relief, then such claim must proceed in court (see Venue below) and the remaining claims in arbitration will proceed.

14.5 Opt‑Out

You may opt out of this arbitration provision within thirty (30) days of first becoming subject to it by sending a notice with your name, address, and a clear statement of your intent to opt out to: VEST Her Inc., 309 NW 13th St, Oklahoma City, OK 73103 or info@vesther.co.

14.6 Survival and Severability

This Section survives termination of the Agreement. Except as provided in the class‑action waiver above, if any part of this Section is found unenforceable, the remainder will remain in effect.

15. General Provisions

15.1 Electronic Communications

You consent to receive communications from us electronically and agree that all terms, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

15.2 Assignment

You may not assign this Agreement without our prior written consent. Any attempted assignment in violation is void. VEST may assign this Agreement without restriction.

15.3 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control.

15.4 Governing Law; Venue

This Agreement and any action related thereto will be governed by and construed under the laws of the State of Oklahoma, consistent with the Federal Arbitration Act, without regard to conflicts of laws rules. Exclusive venue for any court proceeding permitted under this Agreement (e.g., for IP claims or claims not subject to arbitration) will be in the state or federal courts located in Oklahoma County, Oklahoma (Oklahoma City), and you and VEST consent to personal jurisdiction there.

15.5 Notices

Provide notice to VEST at: VEST Her Inc., 309 NW 13th St, Oklahoma City, OK 73103. Notices are deemed given when received by nationally recognized overnight courier or U.S. first‑class mail (postage prepaid), or by email to info@vesther.co (with confirmation of receipt).

15.6 Waiver

Any waiver or failure to enforce any provision on one occasion is not a waiver of any other provision or of such provision on any other occasion.

15.7 Severability

If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

15.8 Export Control

You may not use, export, import, or transfer the Services except as authorized by U.S. law and the laws of any applicable jurisdiction, including U.S. embargoed countries and restricted party lists.

15.9 Consumer Complaints (California)

Under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 400 R Street, Sacramento, CA 95814, or (800) 952‑5210.

15.10 Entire Agreement

This Agreement (including Supplemental Terms) is the complete agreement between you and VEST regarding the Services and supersedes all prior or contemporaneous understandings on the subject matter.