Master Services Agreement

1. General Terms

1.1 Agreement Structure

This Agreement consists of: (a) these General Terms; (b) any Order Form(s) executed by the parties; and (c) Provider's Privacy Policy available at tryvela.ai/privacy. In the event of a conflict, the order of precedence is: (1) the applicable Order Form, (2) these General Terms, (3) the Privacy Policy.

1.2 Binding Agreement

By executing an Order Form or accessing the Service, Customer agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization.

1.3 Modifications

Provider may modify this Agreement from time to time. Material changes will be communicated at least thirty (30) days in advance. Continued use of the Service after the effective date of modifications constitutes acceptance.

2. Subscriptions & Delivery

2.1 Service Description

The "Service" refers to the Vela AI Scheduling Assistant, an AI-powered scheduling coordination platform that integrates with Customer's email, calendar, SMS, and messaging services to automate meeting scheduling workflows.

2.2 Access & Onboarding

Upon execution of an Order Form and payment of applicable fees, Provider will provision Customer's account and provide access credentials. Customer is responsible for connecting required integrations (email, calendar, etc.) and configuring preferences.

2.3 Support

Provider offers email support during business hours: Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding U.S. federal holidays. Support requests may be submitted to contact@tryvela.ai. Provider will use commercially reasonable efforts to respond within one (1) business day.

2.4 Service Level

Provider targets 99.5% monthly uptime for the Service, excluding scheduled maintenance (communicated at least 24 hours in advance) and force majeure events. "Uptime" means the Service is available and materially functional. This target is a goal, not a guarantee, and no credits or remedies are provided for failure to meet it. Service-level performance, including any failure to meet the uptime target above or any service-level target stated in an Order Form, does not constitute a material breach of this Agreement for purposes of Section 11.3, and Customer's sole and exclusive remedy for service-level performance is as expressly set out in the applicable Order Form, if any.

3. Customer Obligations

3.1 Acceptable Use

Customer agrees to:

• Use the Service only for lawful scheduling and coordination purposes;
• Not send spam, unsolicited messages, or deceptive communications;
• Honor opt-out requests from message recipients within 24 hours;
• Not attempt to reverse engineer, decompile, or otherwise derive source code;
• Not interfere with Service security or introduce malware;
• Not use the Service in high-risk contexts where errors could cause significant harm.

3.2 Data Accuracy

Customer is responsible for the accuracy and legality of data provided to the Service, including contact information, calendar data, and messaging content. Customer warrants that it has obtained necessary consents to share recipient contact information with Provider.

3.3 Compliance

Customer shall comply with all applicable laws, including data protection regulations, anti-spam laws (CAN-SPAM, TCPA, GDPR), and export control laws. Customer is solely responsible for compliance obligations related to its use of the Service. As between the parties, Customer is the sender and initiator of all communications transmitted through the Service and is solely responsible for their content and for compliance with all messaging and communications laws (including the TCPA, CAN-SPAM, and applicable SMS, telemarketing, and messaging requirements); Provider transmits communications solely at Customer's direction and on Customer's behalf. Customer shall obtain and maintain all consents and authorizations required for such communications and shall promptly honor all opt-out and revocation requests.

4. Intellectual Property

4.1 Provider IP

Provider owns all rights, title, and interest in and to the Service, including all software, algorithms, models, interfaces, documentation, and improvements thereto. Nothing in this Agreement transfers ownership of Provider IP to Customer.

4.2 Customer Data

Customer retains all rights in Customer Data, which includes data Customer provides to or generates through the Service (contacts, calendar events, messages, preferences). Provider acquires no ownership rights in Customer Data.

4.3 Feedback

If Customer provides suggestions, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants Provider a perpetual, irrevocable, royalty-free license to use such Feedback without restriction.

4.4 Service Improvement; Usage Data

Customer grants Provider a worldwide, non-exclusive, royalty-free right to use Customer Data: (i) to provide, maintain, secure, and improve the Service and Provider's other products, including to train, develop, and refine Provider's algorithms and machine-learning models; (ii) to create de-identified or aggregated data derived from Customer Data or from Customer's use of the Service that does not identify Customer or any individual ("Usage Data"); and (iii) to sublicense Customer Data to Provider's vendors, subprocessors, and service providers as reasonably necessary to provide, secure, and support the Service. Provider's use of Customer Data under clauses (i) and (iii) remains subject to Section 12.1. As between the parties, Provider owns all right, title, and interest in and to Usage Data, and may use, retain, and exploit Usage Data for any lawful business purpose without restriction, including benchmarking and product improvement, both during and after the Term.

5. License Grant

5.1 Service License

Subject to this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

5.2 Scope

The license is limited to the number of users, features, and usage limits specified in the applicable Order Form. Customer may not exceed these limits without executing an additional Order Form.

5.3 Restrictions

Customer shall not: (a) sublicense, sell, resell, or distribute the Service; (b) modify or create derivative works; (c) reverse engineer or decompile; (d) access the Service to build a competitive product; (e) remove proprietary notices; or (f) use the Service in violation of applicable law.

6. Fees & Payment

6.1 Fees

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted in U.S. Dollars and are non-refundable.

6.2 Payment Terms

For invoiced customers, payment is due within seven (7) days of invoice date. For credit card payments, fees are charged automatically on each billing cycle. Provider may suspend access for accounts more than fifteen (15) days overdue.

6.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on Provider's income.

6.4 Late Payment

Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse Provider's reasonable collection costs.

7. Warranties

7.1 Provider Warranties

Provider warrants that:

• The Service will materially conform to its then-current Documentation during the Subscription Term;
• The Service will not introduce malware into Customer's systems;
• Provider has the right to provide the Service as contemplated by this Agreement.

7.2 Disclaimer

Except as expressly set forth in this Section, the Service is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.3 Third-Party Services

The Service integrates with third-party platforms (Google, Microsoft, Zoom, etc.). Provider makes no warranties regarding third-party services, which are governed by their respective terms of service.

8. Indemnification

8.1 Provider Indemnity

Provider shall defend Customer against claims that the Service infringes a third party's intellectual property rights and indemnify Customer for damages finally awarded, provided that: (a) Customer promptly notifies Provider; (b) Provider has sole control of the defense; and (c) Customer provides reasonable cooperation. If the Service becomes, or in Provider's opinion is likely to become, the subject of an infringement claim, Provider may, at its option and expense, (i) procure for Customer the right to continue using the Service, (ii) modify or replace the Service so that it is non-infringing while materially preserving its functionality, or (iii) if neither (i) nor (ii) is commercially feasible, terminate the affected subscription and refund any prepaid, unused fees for the terminated period. This Section states Provider's entire liability, and Customer's sole and exclusive remedy, for any claim of intellectual property infringement.

8.2 Customer Indemnity

Customer shall defend and indemnify Provider against claims arising from: (a) Customer's misuse of the Service; (b) Customer Data; (c) Customer's violation of applicable law; (d) Customer's failure to obtain required consents from message recipients; or (e) Customer's communications or messaging transmitted through the Service, including any claim under the TCPA, CAN-SPAM, or other messaging or communications laws.

8.3 Exclusions

Provider's indemnity obligations do not apply to claims arising from: (a) modifications made by Customer; (b) combination with non-Provider products; (c) Customer's continued use after being notified of alleged infringement; (d) free or trial versions; (e) Customer Data or any materials, specifications, or instructions provided by Customer; or (f) use of the Service in a manner not permitted by this Agreement or the Documentation.

9. Limitation of Liability

9.1 Exclusion of Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability.

9.2 Liability Cap

Each party's total aggregate liability arising out of or related to this Agreement shall not exceed the greater of: (a) one hundred U.S. dollars ($100); or (b) the total fees paid by Customer to Provider in the twelve (12) months preceding the claim.

9.3 Exceptions

The limitations in this Section do not apply to: (a) a party's intentional or unauthorized disclosure of the other party's Confidential Information (provided that a security incident or unauthorized access affecting Customer Data that occurs notwithstanding Provider's compliance with Section 12.3 is not within this exception and remains subject to the limitations in this Section); (b) indemnification obligations; (c) Customer's payment obligations; or (d) liability that cannot be limited by applicable law.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes pricing, business plans, Customer Data, and technical information.

10.2 Obligations

The receiving party shall: (a) use Confidential Information only for purposes of this Agreement; (b) protect Confidential Information using at least the same care it uses for its own confidential information; and (c) not disclose Confidential Information to third parties except as necessary to perform this Agreement.

10.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed. Disclosure may also be made as required by law, provided the disclosing party receives prompt notice where permitted.

11. Term & Termination

11.1 Term

This Agreement commences on the Effective Date specified in the first Order Form and continues until all Order Forms have expired or been terminated.

11.2 Subscription Term

Each Order Form specifies a Subscription Term (e.g., monthly or annual). Subscriptions automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

11.3 Termination for Breach

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches and fails to cure within that period. Provider may terminate or suspend immediately for: (a) non-payment; (b) violation of acceptable use policies; or (c) actions that pose a security risk. Either party may also terminate this Agreement or any Order Form immediately on written notice if the other party becomes insolvent, is unable to pay its debts as they become due, makes a general assignment for the benefit of creditors, or becomes the subject of any bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days.

11.4 Effect of Termination

Upon termination: (a) Customer's access to the Service ceases; (b) Customer shall pay all outstanding fees; (c) each party shall return or destroy Confidential Information; and (d) Provider will delete Customer Data within ninety (90) days, unless legally required to retain it.

11.5 Survival

The following provisions survive expiration or termination of this Agreement: Sections 4 (Intellectual Property), 6 (Fees & Payment, as to amounts accrued), 7.2 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Data Protection, as to deletion and security), 13 (Miscellaneous), and 14 (Definitions), together with any other provision that by its nature should survive.

12. Data Protection

12.1 Privacy Policy

Provider's collection and use of personal data is governed by the Privacy Policy available at tryvela.ai/privacy. Provider will not sell Customer Data or use it for advertising purposes.

12.2 Data Processing

Provider processes Customer Data only as necessary to provide, secure, and improve the Service. Where Customer's use of the Service involves personal data subject to applicable data protection law, the parties shall execute Provider's Data Processing Agreement. Customer shall not transmit, upload, or otherwise make available to the Service any such personal data unless and until that Data Processing Agreement has been executed by the parties, and Provider has no obligation to receive or process any such personal data absent an executed Data Processing Agreement.

12.3 Security

Provider maintains industry-standard security measures, including encryption in transit and at rest, access controls, and regular security assessments. Provider will notify Customer of any data breach affecting Customer Data without undue delay.

13. Miscellaneous

13.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to exclusive jurisdiction in the state and federal courts located in New Castle County, Delaware.

13.2 Waiver of Jury Trial

Each party irrevocably waives the right to a jury trial in any action arising out of or related to this Agreement.

13.3 Amendments

Except as provided in Section 1.3, amendments must be in writing and signed by authorized representatives of both parties.

13.4 Publicity

Customer agrees that Provider may use Customer's name, logo, and trademarks to identify Customer as a user of the Service in Provider's marketing materials, website, case studies, and press releases.

13.5 Notices

Legal notices must be in writing and sent to the addresses specified in the Order Form (for Customer) or to legal@tryvela.ai (for Provider). Notices are effective upon receipt.

13.6 Assignment

Neither party may assign this Agreement without the other's written consent, except that Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

13.7 Entire Agreement

This Agreement, including all Order Forms and referenced policies, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements relating to its subject matter.

13.8 Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.9 Electronic Signature

This Agreement and any Order Form may be executed electronically. Electronic signatures shall have the same legal effect as original signatures.

13.10 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or telecommunications failures, acts of carriers or third-party providers, denial-of-service or other malicious attacks, government action, or epidemics. The affected party's performance is suspended for the duration of the event, and if a force majeure event affecting the Service continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice.

14. Definitions