TERMS OF USE

Last Updated: August 25, 2025

These Terms of Use (“Terms of Use,” “Terms,” or “Main Agreement”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and Veylan, Inc., a Nevada corporation (“Veylan” “we,” “our,” or “us”) governing your use of the Offerings, the Veylan Platform, and your relationship with us.

You accept and agree to these Terms of Use by:

Accessing or using the Offerings;
Clicking to accept these Terms of Use, or
Accepting these Terms of Use in any other way.

If you do not agree to these Terms of Use, you shouldn’t access (and you don’t have our permission to access) the Offerings.

We may modify these Terms of Use (except for the dispute resolution provisions below) in our sole discretion by posting updated versions of these Terms of Use on the Website or otherwise providing notice to you. All such changes shall become effective upon the posting of the revised Terms of Use on the Website or upon notice to you, as applicable. These Terms of Use also incorporate the provisions of the Veylan Privacy Policy which are used in connection with the services.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS.

1. Definitions.

“Accepted Quote” means a Quote to which you have agreed, which Accepted Quote constitutes an Incorporated Document.
“Account Information” means information provided by you to create, support and maintain an account enabling access to the Offerings, including the Basic Account Information.
“Admin User” means a user with access to Offerings and the Veylan Platform to the full extent available to you as the Customer. The Admin User has the full authority to accept any revisions, modifications, or additions to the Incorporated Documents and to bind you to any other terms, conditions, and other agreements in connection with the Offerings.
“Agency Customer” means a Customer that primarily utilizes the Offerings to provide or assist in the provision of Digital Marketing for a third party and such third party’s brand, products, or services, which third party may also be a Veylan Platform user or otherwise receive Offerings.
“Agency Customer Offerings” means those Offerings provided to Agency Customers.
“Analytic Data” means all diagnostic, technical, and usage data collected automatically from the Veylan Platform, including telemetry (such as metrics, logs, traces, and events), and other metadata that is collected of generated by Veylan in connection with the Customer’s use of the Offerings, such as information about system performance, resource consumption, and user interactions with the Veylan Platform. For clarify, Analytic Data does not include the substance of Submitted Data or Customer Output, but may include data derived from them in an aggregated and anonymized form,
“Anonymized Data” means anonymized and de-identified Analytic Data.
“Authorized User” means any user authorized to access the Veylan Platform in connection with your receipt of the Offerings.
“Automation and Workflow Management” means use of marketing automation tools and platforms for email campaigns, CRM integrations, lead generation, nurturing, scoring, and customer engagement.
“Basic Account Information” means Customer’s name, contact information, the nature of Customer’s general operations, Offerings requested or purchased through Invoicing Documents, and Customer’s objectives regarding and intended use of the Offerings.
“Beta Offerings” means products, services, integrations, functionality or features that Veylan may make available to you to try at your discretion, which may be described as “alpha,” “beta,” “pilot,” “limited release,” “developer preview,” “non-production,” “early-stage,” or other similar description.
“Brand Customer” means a Customer that primarily utilizes the Offerings to obtain Digital Marketing for the brand, products, or services of that Customer or its affiliates or subsidiaries.
“Brand Customer Offerings” means those Offerings provided to Brand Customers.
“Content Marketing” means the creation, distribution, and promotion of content across multimedia channels, including text, images, video, audio, podcasts, blogs, whitepapers, case studies, and infographics.
“Customer Output” means the specific reports, analyses, data visualizations, text, and other content that are generated by and for the Customer from Submitted Data through its authorized use of the Veylan Platform, including, without limitation, media plans, campaign strategies, creative briefs, audience segmentations, performance dashboards, attribution models, and any configurations or instructions generated for use with third-party advertising platforms. For the avoidance of doubt, Customer Output does not include the Veylan Platform itself or any Veylan Materials.
“Data-Driven Marketing” means the collection, analysis, and utilization of data and insights to personalize, optimize, and enhance marketing campaigns, including the use of AI, machine learning, predictive analytics, and customer relationship management (CRM) systems to improve targeting, segmentation, customer journeys, and campaign performance.
“Deliverable” means any output of the Offerings that is identified as a Deliverable under an Invoicing Document.
“Digital Marketing” means the development, implementation, management, and analysis of strategies, campaigns, content, products, promotions, and services across both digital and offline channels for the purpose of marketing, advertising, and promoting brands, products, goods, services, or entities. Digital Marketing may include the use of Online Channels and Offline Channels, as well as Data-Driven Marketing, Content Marketing, Social Media and Influencer Marketing, E-Commerce and Conversion Optimization, Search Engine Marketing and Optimization, Multichannel and Omnichannel Integration, and Automation and Workflow Management.
“E-Commerce and Conversion Optimization” means strategies aimed at improving online shopping experiences, increasing conversion rates, and maximizing sales through tools such as personalized recommendations, dynamic pricing, and A/B testing.
“General User” means a user who is an employee or agent of you, as the Customer, or service providers, or the employees or service providers of your wholly or majority owned subsidiaries who have been expressly authorized by you to use the Offerings with access and authorities less than an Admin User in accordance with the User Purpose.
“Invited User” means a third-party user invited to use the Platform and access the Offerings in accordance with the terms of and in connection with the related User Purpose.
“Incorporated Document” means these Terms, and any other agreements, terms and conditions, exhibits, or other documents incorporated into these Terms by reference, whether directly or indirectly. This expressly includes, but is not limited to, Invoicing Documents.
“Invoice” means an invoice or other similar document issued by Veylan following the acceptance of an Accepted Quote that request and/or details payment status for Offerings.
“Invoicing Documents” means Accepted Quote and any Invoices. The term “Invoice Document” has the same meaning.
“Multichannel and Omnichannel Integration” means coordination of marketing activities across digital and offline touchpoints to create seamless and consistent customer experiences, including cross-channel messaging and brand consistency.
“Offerings” means without limitation, any services, software, and any other equipment, goods, products, or licenses provided by Veylan or its agents, expressly include the Veylan Platform, Agency User Offerings, Brand User Offerings, and Beta Offerings, together with Deliverables.
“Public Data” means any and all data reviewed, analyzed, and collected in connection with the provision of the Offerings that is viewed, collected, discovered, crawled, recorded, or otherwise verified through publicly-available or publicly-accessible sources, expressly including, but not limited to, webpages, press releases, public or governmental disclosures, and other information regarding the Customer or any party for whom the Submitted Data is provided, including, but limited to, Submitted Data submitted by an Agency Customer on behalf of a third party, expressly including such information viewed, collected, discovered, recorded, or otherwise verified through publicly-available or publicly-discovered sources in connection with the provision of the Offerings. Public Data verified or corrected by a Customer shall remain Public Data. Whether information is publicly available or publicly accessible shall be interpreted broadly.
“Offline Channels” means TV, radio, print, direct mail, in-store marketing, out-of-home (OOH) advertising (e.g., billboards, digital signage), product placement, and event marketing.
“Online Channels” means digital platforms such as websites, mobile applications, social media networks, search engines, email marketing platforms, display advertising, video platforms, digital streaming services, augmented reality (AR), virtual reality (VR), and Internet of Things (IoT) devices.
“Other Products” means products, services, websites, applications or other technology, and any related content, that you choose to integrate with or use in connection with the Offerings, expressly including, but not limited to, third-party advertising services. Other Products are not owned or operated by us.
“Personal Information” includes any substantially similar terms to “personal information” such as “personal data” or “personally identifiable information” and as to each, shall have the meaning given to such terms under applicable law. For the purposes of this Agreement, Personal Information includes, but is not limited to, information contained within Account Information and Submitted Data.
“Professional Services” means the professional services described in an Invoicing Document, including the provision of any Deliverables specified therein.
“Quote” means a quote or other similar document detailing the specific Offerings that Veylan is offering to provide to you, and the fees and costs for such products and services. Upon execution, the Quote constitutes an Accepted Quote, which is an Incorporated Document.
“Search Engine Marketing (SEM) and Optimization (SEO)” means activities aimed at improving search engine visibility and rankings through paid search, keyword strategies, content optimization, and technical improvements.
“Social Media and Influencer Marketing” means engagement with audiences through social media platforms, partnerships with influencers, and user-generated content, including paid and organic social media strategies.
“Submitted Data” means all data, information, text, recordings, creative works, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you in connection with your use of the Platform and the Offerings for the purpose of obtaining Customer Output. Submitted Data may vary depending on the products or features used as well as your particular use of such products or features. Submitted Data does not include Customer Output, Veylan Materials, or Analytic Data.
“Submitted IP Rights” means all patents, copyrights, trademarks, trade names, service marks, trade secrets, and other intellectual property rights, and any goodwill associated with the Submitted Data submitted in connection with the Submitted Data.
“Third-Party Software Provider” means a third-party engaged by Veylan to provide software that support the provision of the Offerings. Third-Party Software Providers may also provide services.
“UK/EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and equivalent requirements in the United Kingdom including the Data Protection Act 2018 and the United Kingdom General Data Protection Regulation.
“User” means Admin Users, General Users, Invited Users, and any other users accessing or using the Offerings or Veylan Platform on behalf of or in connection with the Customer.
“User Purpose” means the discrete purpose or purposes for which an authorized User other than an Admin User is granted access to the Offerings and the Veylan Platform.
“Veylan Materials” means all of Veylan’s proprietary technology, including the Veylan Platform, software, tools, algorithms, report templates, user interface designs, and any data or information owned by Veylan or licensed to Veylan from a third party that is used to provide the Offerings. The process, systems, styles, or designs of presenting the Customer Output are considered Veylan Materials.
“Veylan Platform” means the software or other technology provided by us to you under these Terms. The Veylan Platform does not include Other Products.
“Website” means any website or webpage on which these Terms appear.

2. Offerings; Your Account; Eligibility Restrictions; Professional Services; Beta Offerings; Other Products.

Offerings. Through the Veylan Platform, an AI-native OS for advertising, Veylan provides Offerings related to Digital Marketing. The Offerings specific to each Customer, including Brand Users and Agency Users, are detailed in an Invoicing Document. Given the nature of the Veylan Platform, the potential scope of Offerings related to Digital Marketing is dynamic.
Account information. You will need to set up an account in order to access the Veylan Platform and the Offerings. You must only provide Account Information that is accurate. You must also keep your contact information up to date, so that we may contact you if needed, such as to deliver any important notices.
Permitted Users. You must have at least one Admin User. You may additionally designate additional General Users or Invited Users with account limitations subject to their specific User Purpose, as applicable. You shall ensure that only your employees or service providers, or the employees or service providers of your wholly or majority owned subsidiaries who have been expressly authorized by you to use the Offerings in accordance with this Terms of Use, shall be designated as Admin Users or General Users. You may not use the Offerings if you or any of your Authorized Users are a competitor of Veylan (as determined by us in our sole discretion). You shall ensure that all Authorized Users are at or above the age of majority in their jurisdiction. You must comply with any other eligibility restrictions on Authorized Users set forth in the Invoicing Documents and ensure that your Authorized Users comply with these Terms. You acknowledge and agree that you shall be responsible for any actions taken in your account by your Authorized Users and actions taken by your Authorized Users while using your account shall be binding upon you.
Professional Services. In connection with the receipt of any Professional Services, you grant Veylan the express authority to execute, acknowledge, and otherwise bind you to agreements necessary to receive the Professional Services, including, but not limited to, the execution of end user license agreements and terms and conditions or terms of services required to use, license, or own necessary software and the execution or acknowledgement of services agreements or terms and conditions related to the provision of services by sub-contractors or third-party contractors necessary to perform the Professional Services as required. Notwithstanding the foregoing, Veylan shall only be permitted to take such actions on the Customer’s behalf within the scope of the Offerings, including as provided in any applicable statement of work or other Invoicing Documents.
Account security. We make no representations or promises regarding the security of the Offerings. Despite our security efforts, it is possible that unauthorized individuals will obtain your information. You agree and understand that you will be liable for any activity that occurs through your account and further acknowledge and agree that you and your Authorized Users:
1. are solely responsible for maintaining the confidentiality and security of your Account Information and account credentials such as your username and password;
2. may not share your account credentials and must restrict access to your computer and other devices;
3. must access the Offerings and our network, systems, or applications only through encrypted connections;
4. must maintain up-to-date OS (operating system) patching and active anti-malware on the end-user devices used to connect to the Offerings or our environment;
5. must notify us promptly (and in any event within 72 hours) of security incidents that could have implications to us (e.g. users with compromised credentials or lost or stolen devices with access to the Offerings, compromised networks or systems including malware worm or ransomware, etc.); and
6. will reach out to our vulnerability discovery program at support@veylan.com if you suspect any vulnerabilities with our Offerings.
Beta Offerings. From time to time, Veylan may offer you access to Beta Offerings, which are optional for you to use. The Beta Offerings are not made generally available and may contain bugs, errors, defects, or harmful components. Beta Offerings may be subject to additional terms which may supplement, but not supersede the terms of these Terms of Use. Veylan may terminate access to Beta Offerings at any time without notice, and may discontinue Beta Offerings at any time in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BETA OFFERINGS ARE PROVIDED “AS IS” WITHOUT ANY COMMITMENTS, INDEMNITY OR WARRANTY BY VEYLAN OF ANY KIND AND VEYLAN SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE OR HARM ARISING FROM OR RELATED TO BETA OFFERINGS.
Third-Party Software Providers. Customer acknowledges that the Offerings are provided using software and services from Third Party Software Providers. Veylan will use commercially reasonable efforts to select reputable providers and require that they adhere to confidentiality and data protection practices consistent with industry standards. Veylan’s use of such providers is subject to their applicable terms, which may change from time to time at such providers’ discretion.
Other Products. You may procure and use Other Products in connection with the Offerings. You acknowledge and agree that if you or your Users view, access or otherwise interact with Other Products, you or your users do so at your own risk and we have no liability arising from such access or use. You (and your Users, as applicable) are responsible for complying with all terms, conditions and policies imposed by a provider of an Other Product. We cannot guarantee the continued availability of integrations of Other Products with the Offerings and may cease providing interoperation with an Other Product without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of an Other Product ceases to make the Other Product available for interoperation with the Offerings in a manner acceptable to us. Providers of Other Products shall not be considered our agents.

3. Account Types; Credits and Payment Terms.

Subscriptions or customized service accounts. We may provide the Offerings through paid accounts, such as by offering a monthly or annual subscription, or through customized provision of service and payment terms (as further set forth under an Invoicing Document or separate agreement).
Paid and unpaid self-serve accounts. At Veylan’s discretion, the Offerings may also be offered as a paid or unpaid account on a “self-serve” basis, in which case you will have the opportunity to click-through these Terms and select the aspects of the Offerings you want to use, including an amount of credits that can be used toward the Offerings. You may not open multiple accounts for your use under a self-serve offering or otherwise take any actions which would allow you to circumvent the credit or rate limits which apply to self-serve offerings. Should we discover you doing so, we may in our sole discretion terminate your account immediately, with no right to refund or reinstatement.
Payment terms. All paid accounts are subject to the following payment terms unless otherwise expressly set forth in an Invoicing Document:
1. Fees. You agree to pay us the applicable fees set forth in an Invoicing Document (whether agreed to on paper or digitally), based on the timetable set forth in the Invoicing Document. We may increase or otherwise change the fees at the end of any term set forth in an Invoicing Document, in our sole discretion, by providing you with written notice (which may be by email or another conspicuous method) prior to the end of such term, and providing you with the opportunity to terminate the Offerings at the end of such term prior to the commencement of such fee changes.
2. Timeline of payment; disputes. Invoices for fees that are payable by ACH (as set forth in an Order Form) must be paid in full in accordance with the payment terms stated in the Order Form. Fees that are payable by credit card (as set forth in an Order Form) must be paid in full upon purchase of the Offerings. In addition to any other rights it may have hereunder, Veylan retains the right to suspend your access to the Offerings (or any portion thereof) in the event of any late payments. Unpaid amounts may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorney’s fees) that we may incur. You must raise any disputes regarding fees within thirty (30) days from receipt of the first applicable invoice by providing a detailed written description of the basis of such dispute. Any disputes not raised within that time period shall be deemed waived, unless otherwise agreed by us in our sole discretion.
3. Taxes. You are responsible for all taxes (including without limitation sales and use taxes) associated with your use of the Offerings other than taxes based on our net income. If we believe any such tax applies to your subscription and we have a duty to collect and remit such tax, the same may be set forth on an invoice to you unless you provide us with a valid tax exemption certificate, direct pay permit, or multi-state use certificate, and shall be paid by you immediately or as provided in such invoice.
4. Refunds and discounts. All payments by you are nonrefundable, unless expressly provided otherwise in an Invoicing Document. You have no right to refunds or credits for partially used Offering(s); however, at any time, and for any reason, we may provide you with a refund, discount, or other consideration. The amount and form of such consideration, and the decision to provide it, is at our sole and absolute discretion. The provision of a refund, discount or other consideration in one instance does not entitle you to, or obligate us to provide, a refund, discount or other consideration in the future.
Invoicing Documents. For the avoidance of doubt, as otherwise provided in these Terms, the Invoicing Documents may serve to modify the foregoing default payment terms, and otherwise define the terms on which the Offerings are provided for different accounts. The options provided in subsections a and b may not be available are do not constitute a legal offer to provide the Offerings on such terms.

4. Term; Renewal.

Your subscription is for the initial term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal and/or cancels the subscription (i) at least thirty (30) days prior to the end of the then-current term for annual subscriptions or (ii) prior to 11:59 p.m. prevailing Eastern Time on the day before your next recurring billing date for monthly subscriptions. Subscriptions are non-cancelable during the term specified in the Order Form. This provision is subject to Section 3.c.i., and may be expressly modified by written agreement in an Invoice Document.

5. Ownership, License, and Restrictions.

Veylan Ownership. As between the parties, Veylan owns all right, title, and interest in and to the Offerings, Veylan Materials, and any Analytic and Anonymized Data. Nothing in this Agreement grants Customer any right, title, or interest in the Offerings or Veylan Materials, except for the limited license to use the Offerings as set forth herein.
Service Improvement and Analytics. Veylan may compile, analyze, and use Analytic Data, as well as Submitted Data and Customer Output in an aggregated and anonymized form, for its internal business purposes, including to: (i) provide, maintain, and secure the Offerings; (ii) prevent or address service or technical problems; (iii) improve the Offerings and Veylan Materials and develop new products and services; and (iv) for research and development purposes. Veylan retains intellectual property rights in and to any such analyses and aggregated, anonymized data. For the avoidance of doubt, Veylan will not sell such data and will not publicly disclose this information in a form that identifies Customer or any individual. Veylan may disclose high-level, aggregated data regarding the use and performance of the Offerings for marketing and other business purposes to detail technical performance of the Veylan Platform, provided such data does not identify Customer or its users, and cannot reasonably be used to identify the Customer or its users.
Customer Ownership. As between the parties, and subject to Veylan’s rights in the underlying Veylan Materials, Customer owns all right, title, and interest in and to the Customer Output.
No work for hire. The parties expressly acknowledge that the Offerings and Veylan Materials are not considered “work for hire” under 17 U.S.C. § 101 and 201.
License to Customer. Subject to Customer’s compliance with these Terms and any applicable Invoicing Documents, Veylan grants Customer a non-exclusive, revocable, non-assignable, and non-sublicensable license during the term of its subscription to use the Offerings and Veylan Materials solely for its internal business purposes to generate the Customer Output.
License restrictions. You represent and warrant that you will comply with the following restrictions. Additional rules or policies may be displayed or put in place through the Offerings, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into these Terms of Use and you agree to adhere to them.
1. Offering restrictions:
  1. You may not transmit information to or through the Veylan Platform that is fake or fictitious, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  2. You may not develop any service, product, toolset, or dataset from the Veylan Materials, whether in aggregated or non-aggregated form, except as expressly permitted by Veylan.
  3. You may not reverse engineer, decompile, or disassemble the Veylan Platform or any Veylan Materials.
  4. You may not access the Veylan Platform or extract data from the Veylan Platform in a way that exceeds its authorized access.
  5. You may not leverage, consult with, use, review (in trial, free, or paid form) or rely upon the Offerings to develop or create a product or feature that is competitive with the Offerings (or any portion thereof).
2. Restrictions on the use of Offerings: You may not use the Offerings or Customer Output:
  1. in a manner that violates any applicable laws (including, without limitation any marketing or data privacy and security laws) or industry best practices or that would cause us to violate applicable law;
  2. to advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed;
  3. to advertise or promote tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group);
  4. to violate any securities or commodities regulations (such as to support a “pump and dump” scheme);
  5. to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group or entity;
  6. to violate or promote any violation of any person’s or entity’s intellectual property rights; and
  7. to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.
Veylan’s marks. The Veylan names and logos are trademarks of ours, and may not be copied, imitated or used, in whole or in part, without our prior written permission.

6. Ownership of the Submitted Data; Our License to Use and Share the Submitted Data.

Ownership. As between you and us, all right, title and interest in and to Submitted Data is owned by you.
The Licenses You Grant To Us. You agree to and hereby do grant us a license to:
1. utilize the Submitted Data in connection with the provision of the Offerings to generate Customer Output, including to utilize Submitted IP Rights; and
2. host, access, copy, process, transmit, and otherwise use Submitted Data as necessary to provide, maintain, and support the Offerings and to generate Customer Output for you in accordance with these Terms.

The foregoing license grants to us shall be worldwide, non-exclusive, and royalty-free for the term of your subscription. This license is granted for the sole purpose of providing, maintaining, and supporting the Offerings as described in these Terms. We shall have the right to sublicense such rights only to our third-party services providers as necessary to support the Offerings. Veylan shall not use, share, or sublicense any Submitted IP Rights directly except in connection with the provision of the Offerings; provided, however, that Veylan may use, share, or sublicense data related to the Submitted IP Rights strictly as detailed above.

The Representations You Make To Us. You represent and warrant that:
1. you have all necessary rights, permissions, and authority to provide and license the Submitted Data to us (in whole and in part) for our use as described hereunder, and that doing so will not put you in violation of any contracts you have signed or any laws;
2. the Submitted Data is true, accurate, and does not contain any sensitive information or sensitive Personal Information, including any information about individuals under the age of 18; and
3. providing the Submitted Data to us does not violate the U.S. HIPAA law: for instance, it is not (in whole or in part) a list of hospital or doctor’s patients, or a similar dataset consisting of patients or clients of an entity subject to HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional). Similarly, you agree not to provide us with Submitted Data consisting of a list of clients of an entity covered by the GLBA, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies.

Any Brand Customer expressly acknowledges and affirms that they have the right to submit any Submitted IP Rights on behalf of any third party, whether as agent, licensee, or otherwise, and to grant or cause to be granted the licenses to Veylan specified above.

No Training of Veylan AI Models. Notwithstanding any other provision in these Terms, Veylan will not use Submitted Data or Customer Output to train its proprietary artificial intelligence models.

7. Required Consumer Consents and Permissions; Your Responsibilities

Responsibility for your use of Customer Output. Without otherwise altering the parties’ rights under these Terms, you acknowledge and agree that you are solely responsible and liable for your use of the Customer Output and any communications made in connection with your use of the Customer Output.
Notice and consent. You acknowledge that in some countries, U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their Personal Information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
Legal bases for processing. In connection with the Offerings, you may access, receive or otherwise process Customer Output which is subject to various privacy and security laws governing Personal Information such as the UK/EU GDPR. If you do so, you agree that you will only access, use or otherwise process such Customer Output:
1. pursuant to explicit consent from the data subject of the Customer Output , sufficient to comply with the consent requirements of applicable laws, or
2. pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Customer Output for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Customer Output in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
Compliance with law. You shall comply with all laws applicable to your use of the Offerings. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).

8. Data Privacy and Security.

Privacy Policy. You acknowledge the collection, use, disclosure and other handling of information, including Personal Information, described in our Privacy Policy, which we may update from time to time.
Nature of Exchange. Our Service contains certain “co-operative” elements. This means that in exchange for providing the Submitted Data to us for use as described in Section 6(b) above, you will receive access to Customer Output consisting of information that we hope is equally valuable to you. This in turn may amount to a “sale” of Personal Information under certain state statutes, and (depending whether you are subject to those statutes, which may depend upon your size or the nature of your business) such “sale” of information may require you to make certain disclosures or provide certain consumer “opt out” or other rights. You therefore should consult counsel regarding requirements you may have under any such applicable law.

9. Mutual Representations and Warranties.

By Veylan. Veylan represents and warrants that:
1. it has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder;
2. he Veylan Platform will be provided in all material respects in accordance with applicable laws and regulations; and
3. to Veylan’s knowledge, the Veylan Platform, when used by Customer as authorized under this Agreement, does not infringe upon any U.S. patent or copyright of any third party.
By Customer. Customer represents and warrants that:
1. it has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required of it hereunder; and
2. it has all necessary rights, permissions, and authority to provide the Submitted Data to Veylan for use as described in this Agreement, and that the Submitted Data and its provision to Veylan are in compliance with all applicable laws and regulations.

10. Disclaimers.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, YOUR USE OF THE OFFERINGS IS AT YOUR OWN RISK. THE SERVICE (AND ALL CUSTOMER OUTPUT AND VEYLAN MATERIALS PROVIDED THEREIN) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (2) OF INFORMATIONAL CONTENT OR ACCURACY, (3) OF NON-INFRINGEMENT, (4) OF PERFORMANCE, (5) OF TITLE, (6) THAT THE SERVICE WILL OPERATE IN AN ERROR FREE, TIMELY, SECURE, OR UNINTERRUPTED MANNER, IS CURRENT AND UP TO DATE AND ACCURATELY DESCRIBES ANYTHING, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (7) THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, (8) THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT WE WILL ENFORCE THE TERMS OF USE AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY US TO MODIFY THE OFFERINGS SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS OR ANY OTHER PROVISION OF THESE TERMS OF USE.

WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE THAT THE OFFERINGS MAY UTILIZE AI, AND THAT SUCH DISCLAIMERS EXPRESSLY APPLY TO AI FEATURES. AI AND MACHINE LEARNING MAY NOT BE RELIABLE. DUE TO THE NATURE OF MACHINE LEARNING, AI MAY PRODUCE UNEXPECTED OR ERRONEOUS RESULTS. INFORMATION SUBMITTED IN CONNECTION WITH THE OFFERINGS MAY BE PROCESSED BY AI SYSTEMS, EITHER PROPRIETARY TO VEYLAN OR THIRD PARTIES, AND STORED FOR THE PURPOSE OF IMPROVING SUCH SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, VEYLAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM THE USE OF AI-GENERATED CONTENT. YOU ARE RESPONSIBLE FOR VERIFYING THE ACCURACY OF AI’S OUTPUTS BEFORE RELYING ON THEM. VEYLAN CANNOT PROVIDE LEGAL ADVICE, AND THE OFFERINGS DO NOT INCLUDE THE PROVISION OF LEGAL ADVICE. YOU SHOULD CONSULT AN ATTORNEY REGARDING ANY LEGAL ISSUES RELATE TO YOUR USE OF THE OFFERINGS, EXPRESSLY INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH STATES, THESE WARRANTIES WILL BE DISCLAIMED ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Limitation of Liability.

APART FROM CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREIN OR YOUR BREACH OF SECTION 5 HEREIN, NEITHER PARTY (NOR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, PARENTS, SUBSIDIARIES, SUBLICENSEES, SUCCESSORS AND ASSIGNS, INDEPENDENT CONTRACTORS, AND RELATED PARTIES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE OFFERINGS OR WITH THE DELAY OR INABILITY TO USE SAME, OR FOR ANY BREACH OF SECURITY, OR FOR ANY CONTENT, PRODUCTS, AND SERVICES OBTAINED THROUGH OR VIEWED ON THE VEYLAN PLATFORM, OR OTHERWISE ARISING OUT OF THE USE OF SAME, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE RESPECTIVE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND EVEN IF SUCH DAMAGES RESULT FROM A PARTY’S ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ANY CLAIM UNDER OR RELATING TO THESE TERMS OR THE OFFERINGS EXCEED THE TOTAL OF THE AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

ADDITIONAL DISCLAIMERS FROM US MAY APPEAR WITHIN THE OFFERINGS AND ARE INCORPORATED HEREIN BY REFERENCE. TO THE EXTENT ANY SUCH DISCLAIMERS PLACE GREATER RESTRICTIONS ON YOUR USE OF THE OFFERINGS OR THE MATERIAL CONTAINED THEREIN, SUCH GREATER RESTRICTIONS SHALL APPLY.

Some jurisdictions restrict or do not allow some of the foregoing limitations of liability in contracts, and as a result the contents of this section may not apply to you. In cases where such laws apply, our liability shall be limited to the fullest extent permitted by law.

12. Arbitration, Class Action Waiver and Applicable Law.

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Arbitration and class-action waiver.
1. Federal Arbitration Act. You agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
2. Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. You and we agree to use reasonable efforts to settle any dispute or claim, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration, other than lawsuits or arbitration for injunctive relief from alleged intellectual property infringement. To commence this procedure, you agree to contact our support department at support@Veylan.com, or we may contact you using the last available information we have for you.
3. Binding Arbitration. If we do not reach an agreed-upon solution within a period of ten (10) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then we both agree to resolve by arbitration any and all controversies, claims, or disputes arising out of, relating to, or resulting from (1) your relationship with the us, (2) these Terms of Use, (3) any other aspect of the Offerings. These Terms of Use are intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of these Terms of Use are expressly excluded from this section.
4. Governing Arbitration Rules. Any controversy or claim arising out of or relating to the these Terms shall be settled by arbitration to be held in Clark County, Nevada and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in court having jurisdiction. This arbitration clause shall be interpreted to the broadest extent permissible under applicable law, expressly including the Federal Arbitration Act (9 U.S.C. ch. 1) (“FAA”), to mandate resolution of disputes through arbitration by the AAA. Any legal suit, action, or proceeding arising out of or related to these Terms, the Velan Platform, or the Offerings will be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada in each case located in Clark County, shall have exclusive jurisdiction over the entry of any legal suit, action, or proceeding (a) to enter any award rendered by the AAA, (b) to enforce this arbitration provision, or (c) for matters, if any, arising out of or related to the Terms that would not be subject to arbitration pursuant to the FAA despite the express agreement to arbitrate. You and Veylan each irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.
5. Class Action Waiver. The parties agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action, seek relief on a class basis, or join or serve as a member of a class action. YOU AND VEYLAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If for any reason the proper decisionmaker determines that the waiver of class and representative actions set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class or representative basis, then section 12(A) and section 12(B) shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
6. Survival. This section 12 shall survive any termination of these Terms of Use.
Limitations to this agreement to arbitrate. This section (Arbitration and Class Action Waiver) shall be limited as follows:
1. Intellectual Property Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may bring an action on an individual (not class or representative action) basis in state or federal court or in the U.S. Patent and Trademark Office to protect its patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.
2. Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either Party may seek relief in a small claims court on an individual (not class or representative action) basis for disputes or claims within the scope of that court’s jurisdiction.
Applicable Law. The Terms of Use and the relationship between us shall be governed in all respects by the laws of the State of Nevada, without regard to its conflict of law provisions.

13. Indemnification.

Indemnification by Customer. Customer, including any Users, agrees to defend, indemnify, and hold harmless Veylan, its affiliates, and their respective officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:
1. a material breach of these Terms by Customer or any of its Authorized Users;
2. the Submitted Data, including any claim that the Submitted Data infringes the rights of a third party; or
3. the use of the Offerings by Customer or its Authorized Users in combination with any hardware, software, or data not provided by Veylan, where the alleged claim would not have arisen but for such combination.
Indemnification by Veylan. Veylan agrees to defend, indemnify, and hold harmless Customer from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to an allegation that Customer’s authorized use of the Veylan Platform, in accordance with these Terms, directly infringes a third party’s U.S. patent, copyright, or trademark. Veylan’s obligations under this section shall not apply to any claim to the extent it arises from:
1. use of the Offerings in combination with any hardware, software, or data not provided by Veylan;
2. any modification to the Offerings not made by Veylan;
3. Submitted Data; or
4. use of the Offerings in a manner that is not in accordance with these Terms.
Indemnification Procedures. A party seeking indemnification (the “Indemnified Party”) shall provide the other party (the “Indemnifying Party”) with prompt written notice of the claim. The Indemnifying Party will have the sole right to control the defense and settlement of the claim, provided that the Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld) if such settlement imposes a payment obligation or admission of liability on the Indemnified Party. The Indemnified Party will provide the Indemnifying Party with reasonable cooperation and assistance in the defense of the claim, at the Indemnifying Party’s expense.
Exclusive Remedy. This section states the Indemnifying Party’s sole liability to, and the Indemnified Party’s exclusive remedy against, the other party for any type of third-party claim described in this section.

14. Changes to the Offerings.

We may change the features and functionality of the Offerings at any time. This may include adding, modifying or removing any features or functionality of the Offerings or altering the features, functionality, or access to the Offerings. The Terms of Use will apply to any changed version of the Offerings. We may also suspend or stop the Offerings altogether. In addition, we may impose or alter fees for new or existing aspects of the Offerings, including updating our credit conversion policies at any time.

15. Confidentiality.

Confidential Information. From time to time under these Terms, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”), non-public, proprietary, or confidential information of Disclosing Party that is clearly designated by Disclosing Party as confidential or which Receiving Party should reasonably understand Disclosing Party would expect to be treated as confidential (collectively “Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes lawfully and generally available to the public other than as a result of Receiving Party’s breach of this section 15 or any other duty or obligation of confidentiality owed to the other Party, (ii) is or becomes available to Receiving Party on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information, (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder as evidenced by its records, or (iv) was or is independently developed by Receiving Party without using any Confidential Information.
Obligations. Receiving Party will: (i) protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use Disclosing Party’s Confidential Information, or permit it to be used, for any purpose other than to exercise its rights or perform its obligations under these Terms, and (iii) not disclose any such Confidential Information to any person or entity, except to Receiving Party’s employees, agents, contractors, attorneys or representatives (“Representatives”) acting in the course of their obligations and rights hereunder.
Required Disclosure. If Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it will, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy and Receiving Party must only disclose or furnish that portion of Confidential Information as such Receiving Party or the applicable Representative is legally obligated or compelled to so produce or disclose.
Return or Destruction. At the Disclosing Party’s request, the Receiving Party will return or destroy any Confidential Information Receiving Party obtained from the Disclosing Party; however, nothing contained herein will be construed to prohibit Receiving Party from retaining electronic information maintained in compliance with its digital data retention and automated backup procedures provided that; such Confidential Information will remain subject to the confidentiality obligations set forth herein.
Remedies. In the event of a breach of this section, the Receiving Party understands and agrees that direct money damages may not be an adequate remedy for any breach of these Terms by it and that the Disclosing Party may be entitled (without exclusion of other remedies herein) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for the Disclosing Party to secure or post any bond in connection with such remedy.
Conflicting Obligations. The provisions of this section supersede and replace in whole any previous confidentiality, non-disclosure or similar agreement between the Parties.
Aggregated and Anonymized Data. The obligations in this Section 15 shall not be construed to limit Veylan’s rights with respect to Analytic Data and aggregated anonymized data specifically as described in Section 5.b.

16. Equitable Relief.

In the event of a breach of the Resale Restriction in section 5, the Parties agree that money damages may not be an adequate remedy. Accordingly, in the event of such breach, you agree that we will be entitled (without exclusion of other remedies herein, including monetary remedies) to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, including disgorgement of profits. You further agree to waive any requirement that Veylan secure or post any bond in connection with such remedy.

17. Miscellaneous.

Complete Agreement and Understanding. These Terms of Use are the entire and exclusive understanding and agreement between us and you regarding the Offerings as well as the Submitted Data. These Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such topics (including, with respect to the subject matter hereof, any non-disclosure or confidentiality agreement previously entered into between us), provided that any modification in an Order Form shall govern and supersede any conflicting provision in these Terms.
Our Relationship With You. The relationship between you and us is that of independent contractors, and nothing in these Terms of Use shall be construed to create or imply any other relationship (such as a partnership or an employer/employee or agency relationship), except as expressly provided above.
Assignment. We may assign these Terms at our discretion. You may not assign, sublicense or transfer these Terms (or our license grant to you herein) in whole or in part to anyone else.
Severability. If any provision of these Terms is determined by a court to be invalid, illegal or unenforceable, that determination will not affect the validity or enforceability of the remaining provisions of the Terms, and each provision shall be considered as separate, severable and distinct from each other.
Waiver. If we (or you) don’t enforce any part of these Terms, it won’t be considered a waiver. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.
Notice. Legal notices to us (including but not limited to termination notices) must be sent to legal@veylan.com. We will send legal notices to you via a method of our choosing that is reasonably intended to provide such notice to you, including without limitation via the Offerings or to the email or other address you have provided to us.
Termination.
1. Termination for cause. In addition to any other remedies it may have, including in any Invoicing Document, either party may terminate these Terms, effective immediately, if (A) the other party breaches these Terms and fails to cure such breach within thirty (30) days of its receipt of a written notice identifying the breach in reasonable detail (or ten (10) days in the case of non-payment), or (B) subject to applicable law, upon the other partys liquidation, commencement of dissolution proceedings or assignment of substantially all of its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. If the Agreement is terminated as a result of a material breach by you, then you shall pay in full all remaining fees payable through the remainder of any outstanding Order Form; or if you have prepaid any fees, then those fees are nonrefundable.
2. Termination for convenience. In addition to the right to terminate for cause, (a) for paid subscriptions, we may terminate these Terms for convenience by providing you at least thirty (30) days’ prior written notice; and (b) for unpaid accounts only, either party may terminate these Terms, effective immediately, by providing the other party written notice. For paid subscriptions, you will pay in full for the Offerings up to and including the last day on which the Offerings are provided.
3. Effect of termination. If these Terms terminate, you will no longer be authorized to access the Offerings (except as provided under section 4 ).
4. Inactivity. For non-paying customers, if there is no activity in your account for six (6) months or more, Veylan reserves the right to deactivate your account, delete data from your account and/or restrict access to certain functionality in your account, at Veylan’s sole discretion.
5. Survival. Sections 1 and 5-13, 15-17 of these Terms will survive termination.
Force Majure. We will not be deemed responsible or liable for any failure to perform or delay in performance under these Terms (or any Order Form) where such delay or failure is beyond our control, including, without limitation, where caused by strikes or labor disputes, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, natural disasters including floods, earthquakes and hurricanes, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
Export Restrictions. You must not access or use the Offerings: (i) in or relating to any country or territory that is the subject or target of comprehensive trade or economic sanctions imposed by the U.S. government (“Sanctions”) (currently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic); (ii) for the benefit or on behalf of any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State (including OFAC’ s List of Specially Designated Nationals and Blocked Persons), or any person owned 50 percent or more by such person; or (iii) otherwise in violation of any U.S. Sanction, embargo, prohibition or restriction. In addition, you must comply with all applicable laws and regulations governing the export, re-export and transfer of the Offerings and you are responsible for obtaining any required export or import authorizations.
Monitoring. We, or service providers working with us, may monitor the Offerings for any legitimate business purpose, including to monitor compliance with these Terms or evaluate how the Offerings are being accessed and used. We will be the sole and final arbiter as to whether the Offerings are being misused or these Terms are being violated. If we believe you have violated these Terms (or any law) we may terminate your account and access to the Offerings immediately and without notice. In such a situation we also may seek civil, criminal or injunctive relief, at our sole discretion and without obligation, to enforce these Terms of Use and the law.