MASTER SERVICES AGREEMENT (SAAS)

This Master Services Agreement (“Agreement”) is between Veloflo LLC, a Delaware limited liability company (“Veloflo”), and the entity accepting this Agreement (“Customer”). This Agreement governs Customer’s purchase of, and Veloflo’s provision of, access to and use of Veloflo’s proprietary software-as-a-service offering and related services that enable Customer to integrate financial and operational data for automated reporting and analytics. This Agreement is effective as of the date of Customer’s acceptance of this Agreement (the “Effective Date”).

CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) ENTERING INTO AN ORDER THAT REFERENCES THIS AGREEMENT; (3) PAYING AN INVOICE REFERENCING THE SERVICE; OR (4) OTHERWISE ACCESSING THE PLATFORM AFTER BEING PRESENTED WITH OR NOTIFIED OF THIS AGREEMENT.

ANY INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. THE SERVICES AND CUSTOMER’S ACCESS TO AND USE OF THE PLATFORM ARE CONDITIONED ON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT, AND CUSTOMER MAY ONLY ACCESS AND USE THE PLATFORM, AND VELOFLO WILL ONLY PROVIDE THE SERVICES, UPON THE TERMS AND CONDITIONS HEREIN. Notwithstanding the foregoing, if Veloflo and Customer have entered into a separate written master services, subscription, or services agreement, signed by authorized representatives of both parties, that expressly governs the Services and Customer’s access to and use of the Platform (other than an Order entered into under this Agreement) (the “Services Agreement”), then the Services Agreement will control and this Agreement will not apply.

The parties agree as follows:

1. DEFINITIONS.

1.1 “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

1.2 “Content” means content, data, and information that is made available by Veloflo or any of its licensors through the Platform or otherwise in connection with the Services, including outputs produced by or through the Platform. Content does not include Customer Data, including any Customer Data incorporated or reflected into any such outputs.

1.3 “Customer Data” means any data, information, and other materials submitted to, uploaded to, or otherwise made available through the Platform or to Veloflo by or on behalf of Customer in connection with the Services. Customer Data does not include Usage Data or Aggregated Data.

1.4 “Documentation” means any user materials, instructions, and specifications made available by Veloflo to Customer for the Services.

1.5 “Implementation Services” means Veloflo’s standard implementation and set up services for the Platform.

1.6 “Order” means any written order document executed by the parties, or any online order, registration, or electronic purchasing flow submitted by Customer and accepted by Veloflo, in each case setting forth the terms and conditions relating to the Services. Each Order is incorporated by reference into this Agreement.

1.7 “Platform” means Veloflo’s proprietary platform utilized by Veloflo to make the Software available to Customer under this Agreement. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software and other equipment as necessary for Customer and its Users to access and use the Platform and Services.

1.8 “Professional Services” means the professional services provided by Veloflo as set forth in the applicable Order and provided in accordance with Exhibit A. Professional Services do not include Implementation Services and Support Services.

1.9 “Service Providers” means third-party hosting providers, subprocessors, contractors, and other service providers utilized by Veloflo to provide the Services or perform its obligations under this Agreement.

1.10 “Services” means, collectively, Implementation Services, Professional Services, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Veloflo under this Agreement.

1.11 “Software” means Veloflo’s proprietary software as a service offering as set forth in the applicable Order and made available by Veloflo to Customer and Users through remote access as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.

1.12 “Support Services” means Veloflo’s standard technical support and Software maintenance for the Platform.

1.13 “Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer, its Users, or any of Customer’s clients or customers and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.

1.14 “Usage Limitations” means the usage limitations set forth in the applicable Order (if any).

1.15 “Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

2. SERVICES.

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Veloflo shall provide the Services to Customer and its Users.

2.2 Cooperation. Customer shall supply to Veloflo the Customer Data along with access and personnel resources that Veloflo reasonably requests in order for Veloflo to provide the Services.

2.3 Resources. Customer is solely responsible for, at its own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for its Users to connect to and access the Platform.

2.4 Third Party Offerings. The Platform may enable access to or use of third-party software, services, applications, or functionality (collectively, “Third-Party Offerings”). Third-Party Offerings are limited to those made available to Customer by a third-party provider under a direct agreement between Customer (or its Users) and that provider. Customer acknowledges that Veloflo does not own or control such Third-Party Offerings, that they are not part of the Platform, and that they are not subject to any of the warranties, commitments, or other obligations applicable to the Platform or Services under this Agreement. Customer’s access to and use of any Third-Party Offering is solely between Customer and the applicable third-party provider, at Customer’s own risk, and subject to the terms and conditions applicable to such Third-Party Offering. Third-Party Offerings do not include any third-party products, services, or subprocessors that Veloflo engages to provide the Services on Veloflo’s behalf. Veloflo may disable or restrict access to any Third-Party Offerings at any time without notice and is not liable for any Third-Party Offerings or for any Customer Data provided to a third party through a Third-Party Offering.

3. GRANT OF RIGHTS.

3.1 Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, Veloflo hereby grants to Customer and its Affiliates, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 11.3), non-sublicensable right to access and use the Platform for Customer’s and its Affiliates’ internal business purposes in accordance with the Documentation, this Agreement, and the Usage Limitations. Veloflo and its licensors reserve all rights in and to the Platform and the Services not expressly granted to Customer under this Agreement.

3.2 Restrictions on Use. Customer shall not (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; (e) exceed the Usage Limitations; or (f) use the Platform to store or transmit any code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

3.3 Users. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Platform in accordance with this Agreement; provided that Customer will be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Platform, Software, or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement.

3.4 Prohibited Data. Notwithstanding anything to the contrary in this Agreement, Customer shall not, and shall take commercially reasonable efforts to ensure that its Users do not, upload to the Platform or otherwise submit or make accessible to Veloflo any financial account or government issued identifiers (e.g., social security numbers, credit card information, or bank information), protected health information, or other types of sensitive data that is subject to specific or elevated data protection requirements (other than personal data and standard business financial data and transactional data required for the operation of the Service) (collectively, “Prohibited Data”). Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that: (i) the Software and Platform are not intended for the management or protection of Prohibited Data and may not provide adequate or legally required security for Prohibited Data; and (ii) Veloflo will have no liability for any failure to provide protections set forth in any laws, rules, regulations, or standards applicable to such Prohibited Data or to otherwise protect the Prohibited Data. If Customer or any Users upload any Prohibited Data to the Platform in violation of this Section 3.4, Veloflo may, without limiting any of its other rights and remedies, delete such Prohibited Data.

3.5 Beta and Pilot Services. Veloflo may make certain Services available to Customer and its Affiliates on a beta, pre-release, pilot, trial, or evaluation basis, whether provided for a fee or free of charge (collectively, the “Beta and Pilot Services”). This Section 3.5 applies to all Beta and Pilot Services and takes precedence over any inconsistent or conflicting terms in this Agreement.

(a) Access Rights. Subject to the terms and conditions of this Agreement, Veloflo grants to Customer, during the Beta and Pilot Period (as defined below), a revocable, non-exclusive, non-transferable (except as otherwise provided in Section 11.3), and non-sublicensable right to access and use the applicable Beta and Pilot Services solely for Customer’s internal business purposes and subject to any limitations specified by Veloflo. “Beta and Pilot Period” means the period beginning when Customer first accesses or uses the applicable Beta and Pilot Services and ending on the earliest to occur of: (i) the date specified by Veloflo or in the applicable Order for the end of the Beta and Pilot Period; (ii) the start date for any purchased Services replacing the applicable Beta and Pilot Services; and (iii) 10 days after either party provides the other with written notice of termination of the applicable Beta and Pilot Services, which either party may provide at any time in its sole discretion. During the Beta and Pilot Period, Veloflo may discontinue, suspend, or remove access to the applicable Beta and Pilot Services at any time in its sole discretion. If a Beta and Pilot Service is terminated pursuant to this Section prior to the end of the agreed-upon Beta and Pilot Period, Customer will not be entitled to any refund of fees paid for such Beta and Pilot Services.

(b) Disclaimer for Beta and Pilot Services. CUSTOMER ACKNOWLEDGES THAT THE BETA AND PILOT SERVICES MAY NOT INCLUDE OR ALLOW ACCESS TO ALL FEATURES AND FUNCTIONALITY AVAILABLE IN GENERALLY RELEASED SERVICES. CUSTOMER’S USE OF THE BETA AND PILOT SERVICES IS AT CUSTOMER’S OWN RISK. VELOFLO IS NOT REQUIRED TO CORRECT ANY BUGS, DEFECTS, OR ERRORS IN THE BETA AND PILOT SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INCLUDING SECTIONS 7.1, 8.1, AND THE CAP ON DAMAGES IN SECTION 9, THE BETA AND PILOT SERVICES ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES OF ANY KIND, AND VELOFLO WILL HAVE NO SUPPORT OBLIGATIONS, WARRANTY COMMITMENTS, INDEMNIFICATION OR DEFENSE OBLIGATIONS, OR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA AND PILOT SERVICES (EXCLUDING VELOFLO’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10), UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW. IN THAT CASE, VELOFLO’S AGGREGATE LIABILITY FOR THE BETA AND PILOT SERVICES WILL NOT EXCEED $100. EXCEPT AS MODIFIED IN THIS SECTION 3.5, ALL OTHER TERMS OF THIS AGREEMENT APPLY AND GOVERN CUSTOMER’S AND ITS USERS’ ACCESS TO AND USE OF, AND VELOFLO’S PROVISION OF, THE BETA AND PILOT SERVICES.

4. FEES AND PAYMENT TERMS.

4.1 Price. Customer shall pay Veloflo the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Veloflo under this Agreement (excluding any taxes arising from Veloflo’s income or any employment taxes).

4.2 Payment. Except as otherwise provided in the applicable Order, Customer shall pay to Veloflo all Fees within 30 days after Customer’s receipt of the applicable invoice for the applicable Services. If Customer disagrees with any Fees set forth in an invoice, Customer must notify Veloflo of the dispute within 30 days after receipt of such invoice. If Veloflo does not receive notice of a dispute during such 30 day period, Customer will be deemed to have accepted the Fees set forth in the invoice. If Customer does not make any payments when due under this Agreement, Customer shall: (a) pay Veloflo interest on such overdue amount at a rate equal to the lesser of 1.5% per month and the maximum rate permitted by applicable law, from the due date until paid; and (b) reimburse Veloflo for reasonable costs Veloflo incurs (including legal fees) in collecting any late payments. All payments received by Veloflo are non-refundable except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars.

4.3 Renewal Pricing. Veloflo may increase the Fees specified in an Order for any Renewal Term by up to 7% by providing Customer with written notice (email sufficient) at least 45 days before the start of that Renewal Term. Any such increase will take effect at the beginning of the Renewal Term, and the Order will be deemed amended accordingly to reflect such Fee increase. For clarity, the foregoing fee increase cap applies only to the renewal of substantially the same Services and committed quantities under the applicable Order, and does not apply to any expansion, reduction, usage overages, additional Services, or other changes in Customer’s purchase.

5. TERM AND TERMINATION.

5.1 Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, continues until all Orders have terminated (“Term”).

5.2 Order Term. The initial term of an Order begins on the date set forth in the Order and continues for the period set forth in the Order (“Initial Term”). Except with respect to Professional Services, which terminate in accordance with the applicable Order and do not automatically renew, each Order will otherwise automatically renew for additional one year periods (each, a “Renewal Term”), unless a party gives the other party written notice of its intent to not renew at least 30 days prior to the end of the Initial Term or the then-current Renewal Term.

5.3 Termination for Cause. A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach.

5.4 Effects of Termination. Upon termination of this Agreement and all Orders: (a) all amounts owed to Veloflo under this Agreement before such termination will be due and payable in accordance with Section 4; (b) Customer’s rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or delete, all copies of the Documentation in Customer’s possession or control; and (d) Veloflo shall promptly return or delete all Customer Data, except that Veloflo may retain Customer Data contained in Veloflo’s archived backup files until deleted in the ordinary course. Sections 4, 5.4, 6, 7.3, 8, 9, 10, and 11 survive expiration or termination of this Agreement.

5.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Veloflo may suspend Customer’s access to the Platform if Veloflo determines that: (a) there is an attack on the Platform; (b) Customer’s or any of its Users’ use of the Platform poses a reasonable risk of harm or liability to Veloflo and, if capable of being cured, Customer is not taking appropriate action to cure such risk; (c) Customer has breached Sections 3.2 or 10; (d) Customer’s or its Users’ use of the Platform violates applicable law; or (e) Customer has failed to pay any undisputed amounts owed under this Agreement when due and has failed to cure such late payment within 15 days after Veloflo has provided Customer with written notice of such late payment. Veloflo shall use commercially reasonable efforts to provide Customer with notice of such suspension. Veloflo may suspend Customer’s access to the Platform until the situation giving rise to the suspension has been remedied to Veloflo’s reasonable satisfaction. Except for suspension under Subsection (a), Veloflo’s suspension of Customer’s access to the Platform will not relieve Customer of its payment obligations under this Agreement.

6. PROPRIETARY RIGHTS.

6.1 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein.

6.2 Customer Data License Grant. Customer hereby grants to Veloflo and its Service Providers, during the Term, a limited, non-exclusive, non-transferable (except as permitted by Section 11.3) license to use the Customer Data solely for the limited purpose of performing the Services for Customer and fulfilling its other obligations and exercising its rights under this Agreement.

6.3 Customer Data Responsibility. Customer is solely responsible for the accuracy, quality, and legality of the Customer Data and the manner in which it is acquired. Customer shall obtain and maintain all rights, consents, and permissions necessary to: (a) permit Veloflo and its Service Providers to access and integrate with Customer’s third-party systems, applications, and accounts to extract Customer Data; (b) provide Customer Data to Veloflo and its Service Providers; and (c) permit Veloflo and its Service Providers to process Customer Data in accordance with this Agreement and applicable law. Customer acknowledges that Veloflo has no responsibility for Customer Data or for obtaining any such rights, consents, or permissions. Customer shall promptly notify Veloflo of any change in, or revocation of, such rights, consents, or permissions that may affect Veloflo’s ability to perform its obligations or exercise its rights under this Agreement.

6.4 The Services. All proprietary technology utilized by Veloflo to perform its obligations under this Agreement, and all intellectual property rights in and to the foregoing, as between the parties, are the exclusive property of Veloflo. Veloflo or its third party licensors retain all right, title, and interest to all copyrights, patents, trademarks, trade secrets, and other intellectual property rights in and to the Content and the Platform, including without limitation the Software, Documentation, customizations, and enhancements, and all processes, know-how, and the like utilized by or created by Veloflo in performing under this Agreement. Any rights not expressly granted to Customer hereunder are reserved by Veloflo.

6.5 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Veloflo may analyze Customer Data to create a de-identified or aggregated data set that does not identify Customer, its Users, or any of Customer’s clients or customers (collectively, “Aggregated Data”). Veloflo retains ownership of all right, title, and interest in and to Aggregated Data. Veloflo may use Aggregated Data for its internal business purposes, including to improve, maintain, provide, and support its products and services, to develop new or enhanced products and services, and for marketing purposes.

6.6 Usage Data. Veloflo retains ownership of all right, title, and interest in and to the Usage Data. Veloflo may use Usage Data in connection with its performance of its obligations under this Agreement and for any other lawful business purpose, including, but not limited to, benchmarking, data analysis, and to improve Veloflo’s services, systems, and algorithms.

7. WARRANTY; DISCLAIMERS.

7.1 Access to the Platform. Veloflo warrants that the Platform will perform materially in accordance with this Agreement and the applicable Order. Veloflo does not warrant that the Platform will be completely error-free or uninterrupted. If Customer notifies Veloflo of a reproducible error in the Platform that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Veloflo shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Veloflo is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement upon notice to Veloflo and, Veloflo shall refund the amounts paid by Customer for access to the Platform for the period during which the Platform was not usable by Customer. The warranties set forth in this Section 7.1 do not apply to any Third Party Offerings or cover any Error caused by: (i) Customer or its Users; (ii) use of the Platform in any manner or in any environment inconsistent with its intended purpose; (iii) Customer’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Platform, or (iv) any equipment, software, or other material utilized by Customer in connection with the Platform contrary to the provider’s instructions.

7.2 Right to Customer Data. Customer represents and warrants that it has the right to: (a) provide the Customer Data to Veloflo and its Service Providers; and (b) grant Veloflo the rights and licenses granted in this Agreement, in each case without violating any applicable laws or the rights of any third party.

7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7 AND SECTION 6 OF EXHIBIT A, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, VELOFLO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES, OR ANY REPORTS, ANALYSES, RECOMMENDATIONS, OR OTHER OUTPUTS PRODUCED BY OR THROUGH THEIR USE WILL BE ERROR-FREE, COMPLETE, OR SUFFICIENT TO ENSURE CUSTOMER’S COMPLIANCE WITH ANY ACCOUNTING STANDARDS (E.G., GAAP), TAX LAWS, FINANCIAL REGULATIONS, OR OTHER APPLICABLE LAWS. VELOFLO AND THE PLATFORM UTILIZE THIRD-PARTY TECHNOLOGIES THAT MAY PRODUCE OUTPUTS CONTAINING ERRORS, INACCURACIES, OR INCOMPLETE INFORMATION, AND THE ACCURACY OF ALL SUCH OUTPUTS DEPENDS MATERIALLY ON THE ACCURACY AND QUALITY OF THE CUSTOMER DATA INPUT INTO THE PLATFORM. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM AND SERVICES ARE TOOLS INTENDED TO ASSIST WITH FINANCIAL REPORTING AND ANALYTICS PROCESSES AND DO NOT CONSTITUTE PROFESSIONAL ACCOUNTING, FINANCIAL, TAX, OR LEGAL ADVICE, CERTIFICATION, OR A DETERMINATION OF COMPLIANCE. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND SUITABILITY OF ANY OUTPUTS PRODUCED BY OR THROUGH THE PLATFORM, APPLYING APPROPRIATE PROFESSIONAL JUDGMENT, AND OBTAINING ANY REQUIRED INDEPENDENT PROFESSIONAL REVIEW OR AUDIT BEFORE USING, RELYING ON, OR SHARING ANY SUCH OUTPUTS WITH THIRD PARTIES (INCLUDING INVESTORS, BANKS, OR AUDITORS). VELOFLO WILL HAVE NO LIABILITY FOR ANY DECISIONS MADE, ACTIONS TAKEN, OR LOSSES INCURRED BY CUSTOMER OR ANY THIRD PARTY BASED ON RELIANCE ON THE PLATFORM, SERVICES, OR ANY OUTPUTS PRODUCED BY OR THROUGH THE PLATFORM.

8. INDEMNIFICATION.

8.1 Claims Against Customer. Veloflo shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (a “Customer Claim”), and Veloflo shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying Veloflo in writing of such Customer Claim; (b) giving Veloflo sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Veloflo’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, Veloflo shall, at its option and at its own expense either: (i) procure for Customer the right to continue using the Platform; (ii) replace the Software with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the amounts Customer paid for access to the Platform that relate to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, Veloflo will have no obligation under this Section 8.1 with respect to any claim arising from: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that Veloflo did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; (3) any modification of the Platform by any person other than Veloflo or its Service Providers; (4) any Third-Party Offering; or (5) any Customer Data. This Section 8.1 states Veloflo’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.

8.2 Claims Against Veloflo. Customer shall defend any claim, suit, or action against Veloflo brought by a third party to the extent that such claim, suit, or action is based upon: (a) Veloflo’s use of any Customer Data in accordance with this Agreement or Customer’s use of any Customer Data; (b) Customer’s breach of Section 6.3; or (c) Customer’s or any third party’s use of, distribution of, or reliance on any reports, analyses, recommendations, or other outputs produced by or through the Platform (each, a “Veloflo Claim”), and Customer shall indemnify and hold Veloflo harmless from and against Losses that are specifically attributable to such Veloflo Claim or those costs and damages agreed to in a settlement of such Veloflo Claim. The foregoing obligations are conditioned on Veloflo: (a) promptly notifying Customer in writing of such Veloflo Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer’s request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Veloflo Claim to the extent based upon Veloflo’s use of the Customer Data in violation of this Agreement.

9. LIMITATIONS OF LIABILITY. In no event will EITHER PARTY be liable for any consequential, indirect, EXEmplary, special, or incidental damages, OR FOR any lost data, lost profits, OR costs of procurement of substitute goods or services, arising from or relating to this Agreement or the services, however caused and under any theory of liability (including negligence), even if SUCH PARTY has been advised of the possibility of such damages. EACH PARTY’s total aggregate liability in connection with this Agreement or the services, whether in contract or tort or otherwise, will not exceed the amount OF FEES PAID OR OWED BY Customer TO Veloflo UNDER THIS AGREEMENT DURING THE INITIAL TERM OR RENEWAL TERM, AS THE CASE MAY BE, DURING WHICH THE EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED. The exclusions and limitation of liabilities set forth in this section 9 do not apply to a party’s obligations under Section 8, to LIABILITY arising from customer’s breach of section 3.2, or to liability arising from a party’s gross negligence or willful misconduct.

10. CONFIDENTIALITY.

10.1 Definitions. “Confidential Information” means all information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be proprietary and confidential to Discloser or to a third party. Veloflo’s Confidential Information includes Software and Documentation. Customer’s Confidential Information includes Customer Data.

10.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement and shall not disclose Confidential Information to anyone other than Recipient’s employees and Service Providers who have a need to know such Confidential Information for purposes of this Agreement and who are subject to confidentiality obligations no less restrictive than Recipient’s obligations under this Section 10. Recipient will be liable to the Discloser for any of its employees’ and independent contractors’ acts or omissions, which, if performed by Recipient, would constitute a breach of this Section 10. Recipient shall protect Confidential Information from unauthorized use, access, and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

10.3 Exceptions. Recipient will have no confidentiality obligations under Section 10.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process on the condition that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

11. GENERAL.

11.1 Independent Contractor. The relationship of the parties established under this Agreement is that of independent contractors and neither party is a partner, employee, agent, or joint venture partner of or with the other, and neither party has the right or authority to assume or create any obligation on behalf of the other party.

11.2 Service Providers. Veloflo may utilize Service Providers in the performance of its obligations, provided that Veloflo will remain liable and responsible for the Service Providers’ acts and omissions to the extent any of such acts or omissions, if performed by Veloflo, would constitute a breach of, or otherwise give rise to liability to Veloflo under, this Agreement when they are performing for or on behalf of Veloflo.

11.3 Assignment. Neither party may assign this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent; except that a party may assign this Agreement without consent from the other party to (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, acquisition, or sale of all or substantially all of its assets, or otherwise. Any attempted assignment in violation of the foregoing will be void and of no force or effect.

11.4 Publicity. Notwithstanding anything to the contrary in Section 10, Customer hereby consents to Veloflo’s use of Customer’s name and trademarks on Veloflo’s website, on Veloflo’s customer lists, and in Veloflo’s other sales and marketing efforts.

11.5 Force Majeure. Except for payment obligations, neither party will be liable for any breach of this Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control.

11.6 Notices. Except as otherwise expressly provided in this Agreement, to be effective, notices under this Agreement must be delivered in writing by email to: (a) Customer at an email address that Veloflo has on file for Customer; and (b) Veloflo at hello@veloflo.com. Notices will be deemed effective when sent to the applicable email address, so long as the sender does not receive a bounce-back or other delivery-failure notice. Either party may update its email address for notice by notifying the other party in accordance with this Section.

11.7 Governing Law; Venue. The laws of the State of Delaware govern this Agreement and any matters related to this Agreement, without regard to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in New Castle County, Delaware in any litigation arising out of this Agreement or the Services.

11.8 Remedies. Each party acknowledges that any actual or threatened breach of Sections 3.2 or 10 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

11.9 Compliance with Laws. Each party shall comply with all laws, rules, and regulations, applicable to that party in connection with this Agreement.

11.10 Waivers. To be effective, any waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.11 Severability. If any provision of this Agreement is unenforceable, the other provisions of this Agreement will be unimpaired, and the unenforceable provision will be deemed modified so that it is enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

11.12 Modification. Veloflo may modify this Agreement at any time, upon written notice to Customer (which may be provided by email or by posting a prominent notice within the Platform). Any such modification will become effective with respect to the applicable Order upon the commencement of the Renewal Term for such Order following the date of such notice. If Customer does not agree to the modified Agreement, Customer may choose to not renew the then-current Initial Term or Renewal Term (as applicable). Except as otherwise set forth in this Section, this Agreement may not otherwise be modified except by a written amendment signed by an authorized representative of each party.

11.13 Entire Agreement. This Agreement, including any Order and any exhibits or attachments thereto, constitutes the final and entire agreement between the parties regarding the subject hereof and supersedes all other agreements, whether written or oral, between the parties concerning such subject matter. No terms and conditions proposed by either party will be binding on the other party unless accepted in writing by both parties, and each party hereby objects to and rejects all terms and conditions not so accepted. To the extent of any conflict between the provisions of this Agreement and the provisions of any Order, the provisions of the Agreement will govern unless the Order specifically overrides this Agreement.

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Exhibit A

Professional Services

If Customer purchases Professional Services, this Exhibit A will apply.

1. Professional Services. Subject to the terms and conditions of this Agreement, Veloflo shall perform the Professional Services for Customer as described in the applicable Order. Each Order will contain descriptions of the Professional Services and a description of any Deliverables (as defined below) to be provided by Veloflo, the Fees for the Professional Services, and any additional terms and conditions the parties deem appropriate. Customer acknowledges that any schedules or timelines for Professional Services set forth in the applicable Order are not firm or fixed performance dates and are only to be regarded as estimated beginning and completion dates for the Professional Services.

2. Change Order. Each party may request changes that affect the scope or duration of the Professional Services. Neither party shall be bound by any change requested by the other party, unless such change has been agreed to in writing by authorized representatives of each party (each, a “Change Order”). Each Change Order will be subject to the terms and conditions of this Agreement.

3. Customer Materials and Assistance. Customer acknowledges that in order to perform the Professional Services, Veloflo requires access to certain materials, content, data, information, and other intellectual property of Customer (collectively, “Customer Materials”). Customer shall provide Veloflo with the Customer Materials along with any assistance, access, answers, decisions, and personnel resources that Veloflo reasonably requests in order for Veloflo to perform the Professional Services. Customer acknowledges that Veloflo’s ability to successfully perform the Professional Services is contingent upon Veloflo’s receipt from Customer of such Customer Materials and such assistance, access, answers, decisions, and personnel resources. Accordingly, Veloflo will not be deemed in breach of this Agreement and will have no liability to Customer for failure to perform, or any other deficiencies in, the Professional Services or for damages resulting from: (a) Customer’s failure to provide any Customer Materials or any such assistance, access, answers, decisions, and personnel resources; (b) the acts or omissions of Customer, its agents, or employees; or (c) performance of the Professional Services in accordance with Customer’s instructions.

4. Customer Information. Customer acknowledges that Veloflo may, in performing the Professional Services, be dependent upon or use data, material, and other information furnished by Customer without any independent investigation or verification thereof, and that Veloflo may rely upon the accuracy and completeness of such information in performing the Professional Services. Veloflo, in performing the Professional Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations will be made by Customer and will be Customer’s sole responsibility and Veloflo may rely on all such Customer decisions.

5. Proprietary Rights.

5.1 Customer Materials. As between the parties, Customer owns all right, title and interest in and to the Customer Materials. Customer grants to Veloflo and its Service Providers, during the Term, a limited, non-exclusive, non-transferable (except as permitted in Section 11.3) right and license to use the Customer Materials solely as necessary to perform its obligations and exercise its rights under this Agreement.

5.2 Ownership of Deliverables. As between the parties, Veloflo owns and retains all right, title, and interest worldwide in and to all Deliverables and Work Product, including all intellectual property rights therein. “Deliverable” means any item created for Customer that is identified as a “Deliverable” in the applicable Order and delivered to Customer by or on behalf of Veloflo in connection with the Professional Services. “Work Product” means all (a) content, designs, ideas, know-how, and other intellectual property that Veloflo makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Professional Services; and (b) copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing.

5.3 Veloflo Property. Notwithstanding anything to the contrary in this Agreement, as between the parties, Veloflo owns all: (a) software, tools, routines, programs, content, data, designs, document forms, technology, ideas, know-how, processes, techniques, formulas, analyses, strategies, market intelligence, reports, concepts, discoveries, inventions, and other intellectual property that Veloflo uses, makes, develops, or reduces to practice, whether alone or jointly with others or otherwise obtains: (i) prior to this Agreement; (ii) independently or outside the scope of the Professional Services; or (iii) that has applicability to Veloflo’s provision of its products and services to its Customers generally; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing (collectively, the “Veloflo Property”).

5.4 License of Deliverables. Subject to Customer’s payment of all applicable Fees for Professional Services and the terms and conditions of this Agreement, Veloflo hereby grants to Customer a non-exclusive right and license, during the Term, with the right to sublicense, to use, reproduce, and create derivative works of the Deliverables (and any Veloflo Property incorporated into such Deliverables) solely for Customer’s internal business purposes in connection with Customer’s use of the Platform, on the condition that Customer does not: (a) extract, reproduce, distribute, or use any Veloflo Property separately from the Deliverables; or (b) sublicense, distribute, or otherwise make available the Deliverables or Veloflo Property to any third party other than in support of Customer’s internal business purposes. For the avoidance of doubt, the license grant in the foregoing sentence does not include the Platform for which access and use is granted solely pursuant to Section 3.1 of the main body of this Agreement, and Customer does not and will not have or acquire under or in connection with this Agreement any ownership interest or rights in the Platform or any intellectual property rights therein.

5.5 Reservation of Rights. Veloflo reserves all rights not expressly granted to Customer under this Agreement.

6. Limited Warranty. Veloflo warrants to Customer that: (a) the Professional Services will be performed in a professional manner consistent with industry standards; and (b) the Deliverables, when delivered, will materially conform to the specifications set forth in the applicable Order. If Customer notifies Veloflo of a breach of the foregoing warranty specifying the breach in reasonable detail within 30 days after Veloflo performs the Professional Services or delivers the Deliverable, Veloflo shall, at its own expense and as its sole obligation and Customer’s exclusive remedy for breach of the foregoing warranty: (i) use commercially reasonable efforts to re-perform the Professional Services or re-deliver the Deliverable which gave rise to the breach; or (ii) if Veloflo cannot re-perform such non-conforming Professional Services or re-deliver such non-conforming Deliverable to Customer within 60 days after receiving notice of the breach, Customer may terminate the applicable Professional Services upon written notice to Veloflo, and Veloflo shall refund to Customer the fees paid for such non-conforming Professional Services and non-conforming Deliverables.