Effective starting: October 24, 2025

This Agreement is between Customer and Vinli, Inc. "Customer" means the entity on behalf of which this Agreement is accepted or, if that does not apply, the individual accepting this Agreement. "Vinli" means the Vinli entity that owns or operates the Products that Customer uses or accesses listed at https://www.velona.ai.

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that:

(i) you have full legal authority to bind your employer or such entity to this Agreement, and
(ii) you agree to this Agreement on behalf of your employer or such entity.

If you are accepting this Agreement using an email address from your employer or another entity, then:

(i) you will be deemed to represent that party,
(ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and
(iii) the word "you" or "Customer" in this Agreement will refer to your employer or that entity.

By clicking on the "Agree" (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading any data from our Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click "Agree" (or similar button or checkbox), do not download data from the Products, or use or access the Products.

1. Overview

This Agreement applies to Customer's Orders for Products and related Support Services. Some Products are subject to additional Product-Specific Terms, and Support Services are subject to the applicable Policies.

2. Use of Products

2.1. Permitted Use

Subject to this Agreement and during the applicable Subscription Term, Vinli grants Customer a non-exclusive, worldwide right to use the Products and related Support Services for its and its Affiliates' internal business purposes, in accordance with the Acceptable Use Policy and subject to Customer's Scope of Use, as specified in the Order and the Product-Specific Terms.

2.2. Restrictions

Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to):

(a) rent, lease, sell, distribute or sublicense the Products or (except for Affiliates) include them in a service bureau or outsourcing offering,
(b) provide access to the Products to a third party, other than to Users,
(c) charge its customers a specific fee for use of the Products, but Customer may charge an overall fee for its own offerings (of which the Products are ancillary),
(d) use the Products to develop a similar or competing product or service,
(e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Products,
(f) modify or create derivative works of the Products,
(g) interfere with or circumvent Product usage limits or Scope of Use restrictions,
(h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Products, or
(i) violate the Acceptable Use Policy.

2.3. DPA

The DPA applies to Customer's use of Products and related Support and Advisory Services and forms part of this Agreement.

3. Users

3.1. Responsibility

Customer may authorize Users to access and use the Products, in accordance with the Acceptable Use Policy and Customer's Scope of Use. Customer is responsible for its Users' compliance with this Agreement and all activities of its Users, including Orders they may place, and apps, and how Users access and use Customer Data.

3.2. Login Credentials

Customer must ensure that each User keeps its login credentials confidential and must promptly notify Vinli if it becomes aware of any unauthorized access to any User login credentials or other unauthorized access to or use of the Products.

3.3. Domain Ownership

Where a Cloud Product requires Customer to specify a domain (such as www.example.com) for the Cloud Product's or a feature's operation, Vinli may verify that Customer or an Affiliate owns or controls that domain. Vinli has no obligation to provide that Cloud Product or feature if Vinli cannot verify that Customer or an Affiliate owns or controls the domain. Product administrators appointed by Customer may also take over management of accounts previously registered using an email address belonging to Customer's domain, which become "managed accounts" (or similar term).

3.4. Age Requirements

The Products are not intended for use by anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

4. Cloud Products

4.1. Customer Data

Vinli may process Customer Data to provide the Cloud Products and related Support Services in accordance with this Agreement.

4.2. Security Program

Vinli has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data and Customer Materials from unauthorized access, destruction, use, modification or disclosure. Vinli will also maintain a compliance program that includes independent third-party audits and certifications.

4.3. Service Levels

Where applicable, the service level commitment for a Cloud Product is specified in the Service Level Agreement.

4.4. Data Retrieval

A Customer may retrieve its Customer Data from the Cloud Products by contacting Vinli Support Services at support@vin.li.

4.5. Removals and Suspension

Vinli has no obligation to monitor Customer Data. Nonetheless, if Vinli becomes aware that:

(a) Customer Data may violate Law, Section 2.2 (Restrictions), or the rights of others (including relating to a takedown request received), or
(b) Customer's use of the Cloud Products threatens the security or operation of the Cloud Products,

then Vinli may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer's or any User's access to the relevant Cloud Products. Vinli may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, Vinli will give Customer the opportunity to remedy the issue before taking any such measures.

4.6. AI Offerings

Cloud Products may be, or include access to, AI Offerings. Vinli provides AI Offerings under the AI Terms.

5. Customer Obligations

5.1. Disclosures and Rights

Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Vinli to use Customer Data and Customer Materials to provide the Cloud Products and Support Services.

5.2. Product Assessment

Customer is responsible for determining whether the Products meet Customer's requirements and any regulatory obligations related to its intended use.

5.3. Sensitive Health Information and HIPAA

Customer must not (and must not permit anyone else to) upload to the Cloud Products (or use the Cloud Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act.

6. Third-Party Code and Third-Party Products

6.1. Third-Party Code

This Agreement and the Third-Party Code Policy apply to open source software and commercial third-party software Vinli includes in the Products.

6.2. Third-Party Products

Customer may choose to use the Products with third-party platforms, apps, add-ons, services or products ("Third-Party Products"). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which, for Cloud Products Vinli will permit on Customer's behalf if Customer has enabled that Third-Party Product. Likewise, such use of Third-Party Products may entail access to Third-Party Product data by Vinli. Customer's use of Third-Party Products is subject to the relevant provider's terms of use, not this Agreement, but data sent from the Third-Party Product to Customer's Vinli account is subject to this Agreement. Vinli does not control and has no liability for Third-Party Products. Vinli makes no warranty that the Products will, or will continue to, connect or interoperate with any Third-Party Product.

7. Support Services

Vinli will provide Support Services as described in the Order and applicable Policies. Vinli's provision of Support Services is subject to Customer providing timely access to Customer Materials and personnel reasonably requested by Vinli.

8. Ordering Process and Delivery

No Order is binding until Vinli provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or Vinli. Vinli will deliver login instructions or license keys for Products electronically, to Customer's account (or through other reasonable means) promptly upon receiving payment of the fees.

9. Billing and Payment

9.1. Fees

(a) Direct Purchases. If Customer purchases directly from Vinli, fees and any payment terms are specified in Customer's Order with Vinli.

(b) Resellers. If Customer purchases through a Reseller, Customer must pay all applicable amounts directly to the Reseller, and Customer's order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Reseller with Vinli on Customer's behalf.

(c) Renewals. Unless otherwise specified in an Order and subject to the Product or Support Services continuing to be generally available, a Subscription Term will automatically renew at Vinli's then current rates for: (i) if Customer's prior Subscription Term was for a period less than twelve (12) months, another Subscription Term of a period equal to Customer's prior Subscription Term, or (ii) if Customer's prior Subscription Term was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party 30 days before the end of the current Subscription Term. Customer must provide any notice of non-renewal through account settings in the Products, by contacting Vinli's support team or by otherwise providing Vinli notice.

(d) Increased Scope of Use. If Customer exceeds the Scope of Use purchased, unless otherwise agreed with Vinli in writing, Customer must upgrade its subscription or pay for the increased Scope of Use. Unless otherwise specified in an applicable Order, Vinli will charge Customer for any increased Scope of Use at Vinli's then-current rates, which may be prorated for the remainder of the then-current Subscription Term.

(e) Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Reseller, any refunds from Vinli payable to Customer relating to that purchase will be remitted by that Reseller, unless Vinli specifically notifies Customer otherwise at the time of refund.

9.2. Taxes

(a) Taxes Generally. Fees and expenses are exclusive of any sales, use, GST, value-added, withholding or similar taxes or levies that apply to Customer's Orders. Other than taxes on Vinli's net income, Customer is responsible for any such taxes or levies and must pay those taxes or levies, which Vinli will itemize separately, in accordance with an applicable invoice.

(b) Withholding Taxes. To the extent Customer is required to withhold tax from payment to Vinli in certain jurisdictions, Customer must provide valid documentation it receives from the taxing authority in such jurisdictions confirming remittance of withholding. This documentation must be provided at the time of payment of the applicable invoice to Vinli.

(c) Exemptions. If Customer claims exemption from any sales tax, VAT, GST or similar taxes under this Agreement, Customer must provide Vinli a valid tax exemption certificate or tax ID at the time of Order, and after receipt of valid evidence of exemption, Vinli will not include applicable taxes on the relevant Customer invoice.

9.3. Suspension for Non-payment

Vinli may suspend Customer's rights to use Products or receive Support or Advisory Services if payment is overdue, and Vinli has given Customer no fewer than ten (10) days' written notice.

10. Vinli Warranties

10.1. Performance Warranties

Vinli warrants to Customer that:

(a) the Products will operate in substantial conformity with their applicable description during the applicable Subscription Term,
(b) Vinli will not materially decrease the functionality or overall security of the Products during the applicable Subscription Term, and
(c) Vinli will use reasonable efforts designed to ensure that the Products, when and as provided by Vinli, are free of any viruses, malware or similar malicious code (each, a "Performance Warranty").

10.2. Performance Warranty Remedy

If Vinli breaches a Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, Vinli will use reasonable efforts to correct the non-conformity. If Vinli determines such remedy to be impracticable, either party may terminate the affected Subscription Term. Vinli will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer's exclusive remedy and Vinli's entire liability for breach of a Performance Warranty.

10.3. Exclusions

The warranties in this Section 10 (Vinli Warranties) do not apply to:

(a) the extent the issue or non-conformity is caused by Customer's unauthorized use or modification of the Products,
(b) unsupported releases of Cloud Clients, or
(c) Third-Party Products.

10.4. Disclaimers

Except as expressly provided in this Section 10 (Vinli Warranties), the Products, Support and Advisory Services and all related Vinli services and deliverables are provided "AS IS." Vinli makes no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Vinli does not warrant that Customer's use of the Products will be uninterrupted or error-free. Vinli is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Vinli's control.

11. Term and Termination

11.1. Term

This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended.

11.2. Termination for Convenience

Customer may terminate this Agreement or a Subscription Term upon 30 days notice for any reason. Customer will not be entitled to any refunds as a result of exercising its rights under this Section 11.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.

11.3. Termination for Cause

Either party may terminate this Agreement or a Subscription Term if the other party:

(a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice,
(b) ceases operation without a successor, or
(c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

If Customer terminates this Agreement or a Subscription Term in accordance with this Section 11.3, Vinli will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.

11.4. Effect of Termination

Upon expiration or termination of this Agreement or a Subscription Term:

(a) Customer's rights to use the applicable Products or Support Services will cease,
(b) Customer must immediately cease accessing the Cloud Products and using the applicable Cloud Clients, and
(c) Customer must delete (or, on request, return) all license keys, access keys and any Product copies.

Following expiration or termination, unless prohibited by Law, Vinli will delete Customer Data.

11.5. Survival

These Sections survive expiration or termination of this Agreement: 2.2 (Restrictions), 4.2 (Security Program), 9.1 (Fees), 9.2 (Taxes), 10.4 (Disclaimers), 11.4 (Effect of Termination), 11.5 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification by Vinli), 15 (Confidentiality), 16.4 (Disclaimer), 17 (Feedback), 19 (General Terms) and 20 (Definitions).

12. Ownership

Except as expressly specified in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. As between the parties, Customer owns all intellectual property and other rights in Customer Data and Customer Materials provided to Vinli or used with the Products. Vinli and its licensors retain all intellectual property and other rights in the Products, any Support and Advisory Services deliverables and related source code, Vinli technology, templates, formats and dashboards, including any modifications or improvements.

13. Limitations of Liability

13.1. Damages Waiver

Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

13.2. General Liability Cap

Except for Excluded Claims or Special Claims, to the maximum extent permitted by Law, each party's entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid to Vinli for the Products and Support Services giving rise to the liability during the twelve (12) months preceding the first event out of which the liability arose. Customer's payment obligations under Sections 9.1 (Fees) and 9.2 (Taxes) are not limited by this Section 13.2.

13.3. Excluded Claims

"Excluded Claims" means:

(a) Customer's breach of Section 2.2 (Restrictions) or Section 5 (Customer Obligations),
(b) either party's breach of Section 15 (Confidentiality) but excluding claims relating to Customer Data or Customer Materials, or
(c) amounts payable to third parties under Vinli's obligations in Section 14 (Indemnification by Vinli).

13.4. Special Claims

For Special Claims, Vinli's aggregate liability under this Agreement will be two times (2x) the amounts paid to Vinli for the Products and Support Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose. "Special Claims" means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by Vinli of its obligations in Section 4.2 (Security Program).

13.5. Nature of Claims and Failure of Essential Purpose

The exclusions and limitations in this Section 13 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

14. Indemnification by Vinli

14.1. IP Indemnification

Vinli must:

(a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an "Infringement Claim"), and
(b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) or agreed in settlement by Vinli resulting from an Infringement Claim.

14.2. Procedures

Vinli's obligations in Section 14.1 (IP Indemnification) are subject to Customer providing Vinli:

(a) sufficient notice of the Infringement Claim so as to not prejudice Vinli's defense of the Infringement Claim,
(b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim, and
(c) all reasonably requested cooperation, at Vinli's expense for reasonable out-of-pocket expenses.

Customer may participate in the defense of an Infringement Claim with its own counsel at its own expense.

14.3. Settlement

Customer may not settle an Infringement Claim without Vinli's prior written consent. Vinli may not settle an Infringement Claim without Customer's prior written consent if settlement would require Customer to admit fault or take or refrain from taking any action (other than relating to use of the Products).

14.4. Mitigation

In response to an actual or potential Infringement Claim, Vinli may, at its option:

(a) procure rights for Customer's continued use of the Products,
(b) replace or modify the alleged infringing portion of the Products without reducing the overall functionality of the Products, or
(c) terminate the affected Subscription Term and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term.

14.5. Exceptions

Vinli's obligations in this Section 14 (Indemnification by Vinli) do not apply to the extent an Infringement Claim arises from:

(a) Customer's modification or unauthorized use of the Products,
(b) use of the Products in combination with items not provided by Vinli (including Third-Party Products),
(c) any unsupported release of the Cloud Clients, or
(d) Third-Party Products, Customer Data or Customer Materials.

14.6. Exclusive Remedy

This Section 14 (Indemnification by Vinli) sets out Customer's exclusive remedy and Vinli's entire liability regarding infringement of third-party intellectual property rights.

15. Confidentiality

15.1. Definition

"Confidential Information" means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Vinli's Confidential Information includes any source code and technical or performance information about the Products. Customer's Confidential Information includes Customer Data and Customer Materials.

15.2. Obligations

Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party's Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Vinli, the subcontractors referenced in Section 19.11 (Subcontractors and Affiliates)), provided the receiving party remains responsible for their compliance with this Section 15 (Confidentiality) and they are bound to confidentiality obligations no less protective than this Section 15 (Confidentiality).

15.3. Exclusions

These confidentiality obligations do not apply to information that the receiving party can demonstrate:

(a) is or becomes publicly available through no fault of the receiving party,
(b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations,
(c) it received from a third party without breach of confidentiality obligations, or
(d) it independently developed without using the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party's cost, in any reasonable effort to obtain confidential treatment.

15.4. Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section 15 (Confidentiality).

16. Free or Beta Products

16.1. Access

Customer may receive access to certain Products or Product features on a free, fully discounted or trial basis, or as an alpha, beta or early access offering ("Free or Beta Products"). Use of Free or Beta Products is subject to this Agreement and any additional terms specified by Vinli, such as the applicable scope and term of use.

16.2. Termination or Modification

At any time, Vinli may terminate or modify Customer's use of (including applicable terms) Free or Beta Products or modify Free or Beta Products, without any liability to Customer. For modifications to Free or Beta Products or Customer's use, Customer must accept those modifications to continue accessing or using the Free or Beta Products.

16.3. Before General Access

Free or Beta Products may be inoperable, incomplete or include errors and bugs or features that Vinli may never release, and their features and performance information are Vinli's Confidential Information.

16.4. Disclaimer

Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, Vinli provides no warranty, indemnity, service level agreement or support for Free or Beta Products and its aggregate liability for Free or Beta Products is limited to $100 USD.

17. Feedback

If Customer provides Vinli with feedback or suggestions regarding the Products or other Vinli offerings, Vinli may use the feedback or suggestions without restriction or obligation.

18. Publicity

Vinli may identify Customer as a customer of Vinli in its promotional materials. Vinli will promptly stop doing so upon Customer request to support@vin.li

19. General Terms

19.1. Compliance with Laws

Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.

19.2. Assignment

(a) Customer may not assign or transfer any of its rights or obligations under this Agreement or an Order without Vinli's prior written consent. However, Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from a merger, acquisition, or sale of all or substantially all of Customer's assets or voting securities, provided that Customer provides Vinli with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer's obligations under this Agreement and complies with Vinli's procedural and documentation requirements to give effect to the assignment.

(b) Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.

(c) Vinli may assign its rights and obligations under this Agreement (in whole or in part) without Customer's consent.

19.3. Governing Law, Jurisdiction and Venue

(a) If Customer is domiciled: (i) in Europe, the Middle East, or Africa, this Agreement is governed by the laws of the Republic of Ireland, with the jurisdiction and venue for actions related to this Agreement in the courts of the Republic of Ireland, or (ii) elsewhere, this Agreement is governed by the laws of the State of Texas, with the jurisdiction and venue for actions related to this Agreement in the state and United States federal courts located in Dallas, Texas.

(b) This Agreement will be governed by such laws without regard to conflicts of laws provisions, and both parties submit to the personal jurisdiction of the applicable courts. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.

19.4. Notices

(a) Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding Infringement Claims, alleging breach of this Agreement by Vinli, or of Customer's termination of this Agreement in accordance with Section 11.3 (Termination for Cause).

(b) Notices to Vinli requirements may be updated from time to time.

(c) Notices to Customer must be provided to the billing or technical contact provided to Vinli, which may be updated by Customer from time to time via email. However, Vinli may provide general or operational notices via email, on its website or through the Products.

19.5. Entire Agreement

This Agreement is the parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement (i.e., Sections 1 through 20, inclusive) will control, except that the Policies, Product-Specific Terms and DPA will control for their specific subject matter.

19.6. Other Vinli Offerings

Vinli makes available other offerings that can be used with the Products which, in some cases, are subject to separate terms and conditions, available at https://www.vin.li/terms-of-use. For clarity, this Agreement controls over any such terms and conditions with respect to Customer's use of the Products.

19.7. Interpretation, Waivers and Severability

In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party's authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

19.8. Changes to this Agreement

(a) Vinli may modify this Agreement (which includes the Policies, Product-Specific Terms and DPA) from time to time, by posting the modified portion(s) of this Agreement on Vinli's website. Vinli must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.

(b) For free subscriptions, modifications become effective during the then current Subscription Term, in accordance with Vinli's notice.

(c) For paid subscriptions: (i) except as specified below, modifications to this Agreement will take effect at the next Order or renewal unless either party elects to not renew pursuant to Section 9.1(c) (Renewals), and (ii) Vinli may specify that modifications will become effective during a then-current Subscription Term if: (A) required to address compliance with Law, or (B) required to reflect updates to Product functionality or introduction of new Product features. If Customer objects, Customer may terminate the remainder of the then-current Subscription Term for the affected Products as its exclusive remedy. To exercise this right, Customer must notify Vinli of its termination under this Section 19.9(c) within thirty (30) days of the modification notice, and Vinli will refund any pre-paid fees for the terminated portion of the applicable Subscription Term.

19.9. Force Majeure

Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party's fault or negligence.

19.10. Subcontractors and Affiliates

Vinli may use subcontractors or its Affiliates in the performance of its obligations under this Agreement, but Vinli remains responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable Vinli to meet its obligations under this Agreement.

19.11. Independent Contractors

The parties are independent contractors, not agents, partners or joint venturers.

19.12. Export Restrictions

The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import Laws in its access to, use of, and download of the Products or any content or records entered into the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that Customer has reason to know will use the Products in violation of U.S. export Law, or for any restricted end user under U.S. export Law.

19.13. No Contingencies

The Products and Support Services in each Order are purchased separately and not contingent on purchase or use of other Vinli products and services, even if listed in the same Order. Customer's purchases are not contingent on delivery of any future functionality or features.

20. Definitions

"Acceptable Use Policy" means Vinli's acceptable use policy available at https://www.vin.li/terms-of-use.

"Affiliate" means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "ownership" means the beneficial ownership of more than fifty percent (50%) of an entity's voting equity securities or other equivalent voting interests and "control" means the power to direct the management or affairs of an entity.

"Agreement" means this Vinli Customer Agreement, as well as the Product-Specific Terms, the DPA and the Policies.

"AI Offerings" means AI Offerings as described in the AI Terms.

"AI Terms" means the Vinli AI terms available at https://www.velona.ai/ai-addendum.

"Vinli Apps" means apps developed by Vinli for use with Cloud Products.

"Cloud Products" means Vinli's cloud products, including client software for its cloud products ("Cloud Clients").

"Customer Data" means any data, content or materials provided to Vinli by or at the direction of Customer or its Users via the Cloud Products, including from Third-Party Products.

"Customer Materials" means materials and other resources that Customer provides to Vinli in connection with Support Services.

"DPA" means the Vinli data processing addendum available at https://www.velona.ai/data-processing-addendum.

"Laws" means all applicable laws, regulations, conventions, decrees, decisions, orders, judgments, codes and requirements of any government authority (federal, state, local or international) having jurisdiction.

"Order" means Vinli's ordering document, online sign-up or other ordering process that Vinli enables specifying the Products or Support Services to be provided under this Agreement, accepted by Vinli in accordance with Section 8 (Ordering Process and Delivery).

"Policies" means the Acceptable Use Policy, guidelines for Reporting Copyright and Trademark Violations, Privacy Policy, Support Policy, and any additional Vinli policies specified in Product-Specific Terms.

"Privacy Policy" means Vinli's privacy policy available at https://www.vin.li/privacy.

"Products" means the applicable Cloud Products made available by Vinli in connection with an Order. Products also include Vinli Apps.

"Product-Specific Terms" means terms that apply only to certain Products or features, available at https://www.vin.li/terms-of-use, including the AI Terms.

"Reseller" means a partner authorized by Vinli to resell Vinli's Products and Support Services to customers.

"Scope of Use" means Customer's entitlements to the Products. Such entitlements may be based on: (a) number of licenses, copies or instances, (b) entity, division, business unit, website, or field of use, (c) number and type of Users, (d) number of queries, requests or other usage-based subscription units, or (e) other restrictions or billable units.

"Subscription Term" means the term for Customer's use of or access to the Products and related Support Services as identified in an Order.

"Support" means the level of support for the Products corresponding to Customer's Scope of Use, as identified in the Support Policy.

"Support Policy" means the Vinli support offerings documentation as submitted to the Customer.

"User" means any individual that Customer authorizes to use the Products. Users may include: (i) Customer's and its Affiliates' employees, consultants, contractors and agents, (ii) third parties with which Customer or its Affiliates transact business, (iii) individuals invited by Customer's users, (iv) individuals under managed accounts, or (v) individuals interacting with a Product as Customer's customer.