Master Subscription Agreement

Definitions

1.1 "Automation Solution" means an AI-enabled or workflow-based automation designed and built by the Services Provider and hosted, configured, and operated by Vectra View for Customer as identified in an Order Form. Automation Solutions are separate from the Platform, are hosted and operated within Vectra View’s own automation environment, and are governed by Schedule B (Automation Operations Terms) in addition to this Agreement.

1.2 "Authorized User" means an individual authorized by Customer to access and use the Services under Customer’s account, up to any limits stated in the applicable Order Form or plan. Authorized Users may include Customer’s employees, contractors, and agents. Authorized User credentials may not be shared, but may be reassigned to a replacement individual.

1.3 "Background IP" means all technology, software, source code, workflows, automation components, integrations, prompts, templates, frameworks, methodologies, tools, know-how, and other intellectual property that Vectra View owns or develops before the applicable engagement or outside its scope, together with general-purpose improvements, modifications, and derivatives of the foregoing. Background IP does not include Customer Data or a Deliverable owned by Customer under the Services Terms.

1.4 "Client" means a third party to which Customer provides governance, risk, compliance, advisory, or related services using the Platform, to the extent Customer’s plan or Order Form permits such use.

1.5 "Customer Data" means electronic data, information, and materials submitted to the Services by or on behalf of Customer, its Authorized Users, or its Clients, including personal data contained therein. Customer Data does not include Usage Data or Feedback.

1.6 "Deliverable" means an item expressly identified as a deliverable in an Order Form. Deliverables are produced by the Services Provider under the Services Terms.

1.7 "Documentation" means the usage documentation and help materials for the Services that Vectra View makes generally available to its customers, as updated from time to time.

1.8 "Order Form" means an ordering document or online ordering process entered into or completed by Customer and accepted by Vectra View that references this Agreement and identifies the Services and, where applicable, Professional Services purchased, the fees, and the applicable term.

1.9 "Platform" means Vectra View’s proprietary software-as-a-service governance, risk, and compliance platform, including the features made available under Customer’s plan, together with the Documentation.

1.10 "Professional Services" means implementation, setup, integration, configuration, training, automation design and build, and other professional services provided by the Services Provider under the Services Terms. Vectra View does not provide Professional Services under this Agreement.

1.11 "Schedules" means Schedule A (Platform Support Policy), Schedule B (Automation Operations Terms), Schedule C (Data Processing Addendum), and Schedule D (Automation Solution Support Policy), in each case as published by Vectra View and incorporated into this Agreement.

1.12 "Services" means, collectively, the Platform, the operation of hosted Automation Solutions, and support services, in each case as and to the extent purchased by Customer under an Order Form. Services do not include Professional Services.

1.13 "Subscription Term" means the subscription period for the Platform, an Automation Solution support package, or other recurring Services stated in the applicable Order Form, including renewals.

1.14 "Usage Data" means technical logs, telemetry, and usage information generated from the operation or use of the Services that Vectra View has aggregated or de-identified so that it does not identify Customer, an Authorized User, a Client, or a natural person. Usage Data excludes Customer Data in identifiable form.

1.15 "Business Day" means Monday through Friday, excluding U.S. federal holidays.

1.16 "Restricted Data" means payment card data subject to PCI DSS, protected health information subject to HIPAA, consumer health data subject to a specialized health-data law, biometric identifiers, precise geolocation, government-issued identification numbers, data relating to children, and other sensitive or special-category personal data. Data in these categories remains Restricted Data whether or not an Order Form authorizes its submission under Section 3.3(j).

1.17 "Security Incident" means a breach of security that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data in Vectra View’s possession or control. Security Incident does not include unsuccessful attempts or events that do not compromise Customer Data, such as pings, port scans, blocked attacks, or failed login attempts.

1.18 "Services Provider" means Vectra View LLC, a Delaware limited liability company, which provides Professional Services and automation build services to Customer under the Services Terms.

1.19 "Services Terms" means the Vectra View Professional Services Terms and its schedules, published at https://vectraview.com/resources/policy/services, under which the Services Provider provides Professional Services to Customer.

1.20 "Affiliate" means, with respect to an entity, any other entity that controls, is controlled by, or is under common control with that entity, where "control" means direct or indirect ownership of more than fifty percent (50%) of an entity's voting equity or the contractual or other right to direct its management and policies.

1.21 "Customer Contact" means the individual Customer identifies in an Order Form as authorized to act for Customer under that Order Form and the agreements it incorporates, including to make requests, give approvals and acceptances, and give and receive notices. This does not extend to an action that requires execution by an authorized signatory of Customer. Customer may change its Customer Contact on written notice.

Structure of Agreement; Order of Precedence

2.1 Structure. This Agreement consists of the body of this Agreement, the applicable Schedules, and all Order Forms. It governs the Services only. Professional Services purchased through the same Order Form are provided by the Services Provider under the Services Terms and are not governed by this Agreement. Each Order Form is governed by, and incorporates, this Agreement. This Agreement and the Schedules are published, each identified by effective date, and are incorporated by reference into each Order Form. The version of this Agreement and of each applicable Schedule in effect on the effective date stated on the applicable Order Form governs that Order Form for its initial Subscription Term, unless the Order Form identifies a different version or the Parties execute a separate copy. Vectra View will maintain superseded versions at that location.

2.2 Order of Precedence. If there is a conflict among these documents, the following order of precedence applies, but only with respect to the transaction or processing activity to which the conflict relates: (i) the Standard Contractual Clauses and any other mandatory transfer terms incorporated by Schedule C; (ii) Schedule C, for the processing of Personal Data; (iii) the applicable Order Form; (iv) the other applicable Schedule; and (v) the body of this Agreement. An Order Form modifies this Agreement or a Schedule only if it expressly identifies the provision being modified, and it may not modify the Standard Contractual Clauses or Schedule C in a manner prohibited by applicable law.

2.3 Customer Ordering Documents. No terms or conditions in any Customer purchase order, vendor onboarding form, procurement portal, or similar Customer document (other than an Order Form executed by Customer and Vectra View) will be incorporated into or amend this Agreement, and all such terms are rejected and void, regardless of any statement to the contrary therein and regardless of whether signed or issued before or after this Agreement.

2.4 Agency for Professional Services. Where an Order Form includes Professional Services, Vectra View executes that Order Form both on its own behalf for the Services and, for the Professional Services line items only, as authorized agent for the Services Provider as a disclosed principal. Whether or not an Order Form includes a Professional Services line item, Vectra View also acts as the Services Provider's authorized billing and collection agent for amounts payable under an Order Form between Customer and the Services Provider, and this Section 2.4 applies to those amounts on the same terms. In each case, the Services Provider is the sole provider of, and the sole party responsible for, its Professional Services, and Customer’s rights and remedies with respect to them run against the Services Provider under the Services Terms. Vectra View is not a party to the Professional Services engagement and does not guarantee the Services Provider’s performance. Amounts Vectra View collects under this Section 2.4 are received solely in its capacity as collection agent on behalf of the Services Provider, are remitted to the Services Provider, and are not consideration for the Services.

The Platform

3.1 Access. Subject to this Agreement and the applicable Order Form, Vectra View grants Customer a non-exclusive, non-transferable, non-sublicensable right, during the applicable Subscription Term, to access and use the Platform (a) for Customer’s internal business purposes, and (b) if and to the extent Customer’s plan or Order Form permits, in connection with Customer’s provision of governance, risk, compliance, or advisory services to its Clients, including creating and managing Client workspaces, assessments, and related records. Customer is responsible for its Clients’ access to and use of the Platform, and for all activity occurring under Customer’s account, as if such access, use, and activity were Customer’s own. Customer will not make representations, warranties, or commitments on Vectra View’s behalf or grant a Client rights in the Services beyond those granted to Customer under this Agreement.

3.2 Accounts and Authorized Users. Customer will ensure that Authorized Users keep their credentials confidential, and will promptly notify Vectra View of any unauthorized access or use of which Customer becomes aware. Customer is responsible for Authorized Users’ compliance with this Agreement. Notwithstanding Sections 3.1 and 3.3, this Section 3.2, and Section 14.2, Customer is not responsible for, is not in breach of this Agreement by reason of, and has no indemnification obligation with respect to, the acts or omissions of Services Provider personnel whom Customer designates as Authorized Users to enable delivery of Professional Services. The Services Provider is responsible for those personnel under the Services Terms.

3.3 Use Restrictions. Customer will not, and will not permit any Authorized User, Client, or third party to: (a) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, except to Clients as expressly permitted under Section 3.1; (b) copy, modify, adapt, translate, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent such restriction is prohibited by applicable law; (d) access or use the Services to build or assist a competing product or service, or publish benchmarks without Vectra View’s prior written consent; (e) interfere with or disrupt the integrity, security, or performance of the Services, or attempt to probe, scan, or test their vulnerability without Vectra View’s prior written authorization; (f) use the Services to store or transmit unlawful, infringing, malicious, or deceptive material or code; (g) circumvent usage, plan, or feature limits, or access the Services through an unapproved interface; (h) remove or obscure proprietary notices; (i) submit data that Customer is not lawfully permitted to provide; or (j) submit Restricted Data unless the applicable Order Form expressly authorizes that category of Restricted Data and the Parties have agreed on appropriate safeguards.

3.4 Customer Data. As between the Parties, Customer owns all Customer Data. Customer grants Vectra View a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and support the Services, generate Usage Data and other de-identified data as permitted by Section 9.5 and Schedule C, comply with Customer’s documented instructions, and comply with applicable law. Vectra View will not use Customer Data to train or fine-tune artificial intelligence or machine learning models, and will use Feedback and Usage Data, rather than identifiable Customer Data, for generalized product development and improvement. Customer is solely responsible for the accuracy, content, and legality of Customer Data, and represents that it has all rights, consents, and permissions necessary to provide Customer Data to Vectra View for processing, including data relating to Clients and their personnel.

3.5 Modifications. Vectra View may modify the features and functionality of the Platform, provided that it will not materially decrease the overall functionality of the Platform purchased by Customer during the then-current Subscription Term.

3.6 Suspension. Vectra View may suspend access to the Services, in whole or in part, if (a) Customer’s account is more than fifteen (15) days past due following written notice of delinquency; (b) Vectra View reasonably believes Customer, an Authorized User, or a Client has materially breached Section 3.3; (c) suspension is reasonably necessary to prevent material harm to the Services, Vectra View, Customer, or other customers; or (d) suspension is required by law or a binding request of a governmental authority. Except in an emergency or where legally prohibited, Vectra View will use commercially reasonable efforts to provide advance notice, limit the suspension to the affected portion of the Services, and promptly restore access once the underlying issue is resolved. Suspension does not excuse Fees attributable to a suspension caused by Customer’s breach.

3.7 Third-Party Integrations. Customer may authorize the Services to connect to a third-party product, application, service, or system Customer selects, including a customer relationship management, ticketing, cloud infrastructure, or data-source system (each, a "Third-Party Integration"). Customer is responsible for maintaining its account and license with, and paying any separate charges of, the applicable third-party provider, and for the accuracy and legality of any data made available through a Third-Party Integration. Customer authorizes Vectra View to access and exchange data with a Third-Party Integration to the extent necessary to provide the Services as configured by Customer. A Third-Party Integration is subject to the applicable third-party provider's own terms, and Vectra View is not responsible for a Third-Party Integration's availability, performance, security, or the acts or omissions of its provider, or for a change to or discontinuation of a Third-Party Integration by its provider. This Section does not limit Vectra View's obligations under Section 11 or Schedule C where the provider of a Third-Party Integration processes Personal Data as Vectra View's Subprocessor. Customer may disable a Third-Party Integration at any time using the functionality of the Services.

Automation Solutions

4.1 Operation. Vectra View operates hosted Automation Solutions as described in the applicable Order Form. Automation Solutions are hosted and operated in Vectra View’s automation environment, and Customer’s rights with respect to an Automation Solution consist of the right to receive its operation and outputs during the applicable term, not a license to the underlying software, workflows, or configurations. The design and build of an Automation Solution is performed by the Services Provider under the Services Terms and is not part of the Services.

4.2 Additional Terms. The ongoing operation of hosted Automation Solutions, support packages, dependencies on third-party services (such as AI model providers and data APIs), and the treatment of Automation Solutions upon expiration or termination are further governed by Schedule B (Automation Operations Terms). Build fees, acceptance, and change control are governed by the Services Terms.

Professional Services and the Services Provider

5.1 Provided by the Services Provider. Professional Services are provided by the Services Provider under the Services Terms, on the agency terms stated in Section 2.4. Vectra View has no obligation to perform Professional Services and no liability for them, except for its own obligations as billing and collection agent under Section 2.4.

5.2 Coordination. Where an Order Form includes both an Automation Solution build and its hosted operation, Vectra View will operate the Automation Solution on the terms stated in Schedule B and the applicable Order Form once Customer has approved its Operational Specification.

Support; Availability

6.1 Support. Vectra View will provide support for the Platform in accordance with Schedule A (Platform Support Policy) and for each hosted Automation Solution in accordance with Schedule D (Automation Solution Support Policy), in each case at the support level included with or purchased under Customer’s Order Form.

6.2 Availability. Vectra View will use commercially reasonable efforts to make the Platform and hosted Automation Solutions available on a continuous basis, excluding (a) scheduled maintenance, of which Vectra View will endeavor to give advance notice; (b) emergency maintenance; and (c) unavailability caused by circumstances beyond Vectra View’s reasonable control, including failures or degradation of third-party hosting infrastructure, automation platforms, AI model providers, data APIs, networks, or other third-party services, or Customer’s or a Client’s systems, connectivity, or misuse. Vectra View does not warrant any uptime percentage, and the availability targets in Schedule A and Schedule D are service goals, not warranties.

Fees; Payment

7.1 Fees. Customer will pay the fees stated in each Order Form for the Services ("Fees"). Fees stated in an Order Form for Professional Services are payable to the Services Provider and are collected by Vectra View as its agent under Section 2.4. Except as expressly stated in this Agreement or the applicable Order Form, all payment obligations are non-cancelable and Fees are non-refundable.

7.2 Invoicing and Payment. Unless the applicable Order Form states otherwise, (a) subscription Fees are invoiced annually in advance, (b) Fees for Professional Services and automation build work are invoiced as stated in the applicable Order Form and are collected by Vectra View as agent for the Services Provider under Section 2.4, and (c) all undisputed invoices are due within thirty (30) days of the invoice date. Vectra View may charge interest on past-due amounts not subject to a good-faith dispute at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

7.3 Fee Disputes. If Customer disputes an invoice in good faith, Customer must notify Vectra View within thirty (30) days of the invoice date with reasonable detail, and the Parties will work together in good faith to resolve the dispute. Customer will pay all undisputed amounts when due, and any disputed amounts determined to be owed promptly upon resolution. Vectra View will receive a dispute over a Professional Services amount in its capacity as collection agent under Section 2.4, but the dispute itself is governed by, and resolved under, the Services Terms.

7.4 Renewal Pricing. Fees for any renewal Subscription Term will be at Vectra View’s then-current rates for the applicable Services unless otherwise stated in the Order Form. Vectra View will provide notice of any Fee increase at least sixty (60) days before the start of the renewal Subscription Term, and Customer may elect not to renew in accordance with Section 8.2.

7.5 Taxes. Fees are exclusive of taxes, levies, duties, and similar governmental assessments, including sales, use, GST, value-added, and withholding taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes based on Vectra View’s net income, property, or employees. If Customer is required to withhold Taxes, Customer will gross up payments so that Vectra View receives the full invoiced amount, except to the extent Customer provides valid documentation of remittance entitling Vectra View to a credit. Taxes relating to Professional Services are governed by the Services Terms.

7.6 Expenses. Expenses relating to Professional Services are governed by the Services Terms.

Term; Termination

8.1 Agreement Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Section 8.

8.2 Subscription Terms; Renewal. Unless the applicable Order Form states otherwise, each Subscription Term is twelve (12) months and automatically renews for successive twelve (12) month periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

8.3 Termination for Cause. Either Party may terminate the affected Order Form upon written notice if the other Party (a) materially breaches this Agreement with respect to that Order Form and fails to cure within thirty (30) days after receiving written notice of the breach (fifteen (15) days in the case of non-payment); or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days. A Party may instead terminate this Agreement and all Order Forms where the breach is not confined to one Order Form, materially affects the Services or the Parties' relationship as a whole, or is a breach of Section 3.3 or Section 12.

8.4 Effect of Termination. Upon expiration or termination of this Agreement or an Order Form: (a) Customer’s rights to access and use the affected Services end, subject to any surviving license expressly granted by Vectra View under an Order Form or separate license terms for a Customer-hosted Automation Solution; (b) Customer will pay accrued and unpaid Fees through the effective date of termination; (c) committed Fees for the remainder of an affected Subscription Term remain due only where Vectra View terminates the affected Services for Customer’s uncured material breach under Section 8.3 or Customer terminates other than as expressly permitted by this Agreement; (d) if Customer terminates for Vectra View’s uncured material breach under Section 8.3, Vectra View will refund prepaid, unused Fees for the affected Services on a pro-rata basis; and (e) each Party will, at the other’s request, return or delete the other Party’s Confidential Information in its possession, subject to Section 8.5 and ordinary-course backup retention.

8.5 Data Export. During the applicable Subscription Term, Customer may use the standard export functionality then made available with the Services. For thirty (30) days following expiration or termination of the applicable Subscription Term, Vectra View will, upon Customer’s written request, make Customer Data and Customer-specific outputs then held in the Services available for export using that standard functionality or another commonly used electronic format. Export does not include Vectra View’s or a third party’s software, workflows, prompts, system logs, security data, trade secrets, or other intellectual property. After the export period, Vectra View will delete Customer Data in accordance with its documented retention practices, except where retention is required by law or data remains in archival backups, which remain subject to this Agreement until deleted.

8.6 EU Data Act Switching. This Section applies only to the extent Regulation (EU) 2023/2854 (the “EU Data Act”) applies to the affected Services and Customer’s use of them. Vectra View will comply with its switching, exit-assistance, and data-portability obligations under the EU Data Act, including those governing notice periods, transitional periods, continuity and security during switching, retrieval, erasure, and switching charges. Exportable data includes Customer input and output data and Customer digital assets that are portable under applicable law, but excludes Vectra View or third-party intellectual property, trade secrets, and security-sensitive data. The affected Order Form terminates on completion of the switching process or, where Customer requests termination and erasure of exportable data without switching, at the end of the applicable notice period; erasure follows that termination, subject to Section 8.5's legal-retention and backup terms. Vectra View's current switching procedures, exportable data categories and formats, applicable periods, known technical limitations, relevant infrastructure jurisdictions, and measures concerning governmental access to non-personal data are described and incorporated into this Section where the EU Data Act applies. Nothing in this Section transfers ownership of Vectra View IP or requires assistance beyond mandatory law.

8.7 Survival. Sections 1, 2, 3.3, 3.4 (with respect to accrued rights), 5, 7, 8.4, 8.5, 8.6, 8.7, 8.8, 9, 10.2, 10.3, 10.4, 10.5, 11, 12, 13.3, 14, 15, 16, and 17 survive expiration or termination of this Agreement.

8.8 Scope of Remedies. A termination, expiration, suspension, refund, or other remedy under this Agreement applies only to the Services governed by this Agreement. It does not, by itself, terminate, suspend, or otherwise affect a Professional Services line item on the same Order Form, which is governed by, and subject to remedies only under, the Services Terms, unless this Agreement expressly states otherwise.

Intellectual Property

9.1 Vectra View IP. Vectra View and its licensors retain all right, title, and interest in and to the Services, the Platform, all Automation Solutions and their components, the Documentation, all Background IP, and all improvements, enhancements, modifications, and derivative works of the foregoing, together with all associated intellectual property rights, regardless of whether developed in connection with services performed for Customer. As between Vectra View and Customer, Vectra View owns all Automation Solution components, workflows, configurations, integrations, and prompts, including those developed by the Services Provider. This Section does not apply to Customer Data or to Deliverables owned by Customer under the Services Terms. No rights are granted to Customer other than as expressly set forth in this Agreement. Vectra View may use general skills, knowledge, techniques, workflow patterns, and know-how acquired or developed in performing under this Agreement, provided it does not use or disclose Customer’s Confidential Information or Customer Data.

9.2 Customer Property. As between the Parties and to the extent rights exist under applicable law, Customer retains all right, title, and interest in and to Customer Data, Customer’s Confidential Information, and outputs generated by the Services from Customer Data, subject to third-party rights and excluding any Vectra View IP embedded in such outputs. Vectra View grants Customer a perpetual, non-exclusive, royalty-free license to use embedded Vectra View IP solely as part of those outputs.

9.3 Deliverables. Customer's rights and licenses with respect to Automation Solutions are set forth in Schedule B; ownership remains as stated in Section 9.1 unless an applicable Order Form expressly provides otherwise. Ownership of, and Customer's license to, Deliverables produced through Professional Services is set forth in the Services Terms.

9.4 Feedback. If Customer or its Authorized Users provide suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer grants Vectra View a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use and exploit such Feedback for any purpose, provided Feedback will not be attributed to Customer and will not include Customer’s Confidential Information or Customer Data.

9.5 Usage Data. Vectra View may collect and use Usage Data during and after the term to operate, secure, benchmark, develop, and improve its products and services. Vectra View will not attempt to re-identify Usage Data, and any disclosure to a third party will be in aggregated or de-identified form that does not identify Customer, an Authorized User, a Client, or a natural person.

Artificial Intelligence

10.1 AI Features. The Services include features and Automation Solutions that leverage artificial intelligence and machine learning technologies, including large language models provided by third-party providers. Vectra View will identify its material AI subprocessors on its subprocessor list referenced in Section 11.2.

10.2 No Training on Customer Data. Vectra View will not use Customer Data to train or fine-tune any artificial intelligence or machine learning model, and will not permit its third-party AI providers to do so. Customer Data submitted to AI features is processed to provide the requested functionality and outputs, not for model training. This Section does not restrict Vectra View's use of Feedback under Section 9.4 or Usage Data under Section 9.5 to evaluate, tune, and improve its AI features, including ratings an Authorized User applies to an AI Output.

10.3 AI Outputs. Outputs generated by AI features ("AI Outputs") are generated by statistical models and are intended to assist Customer, not replace professional judgment. AI Outputs may be inaccurate, incomplete, non-unique, or similar to outputs generated for others, and the same input may produce different outputs. Customer is responsible for reviewing and validating AI Outputs before relying on or distributing them, including to Clients. AI Outputs do not constitute legal, audit, regulatory, or compliance advice. As between the Parties and to the extent rights exist under applicable law, Customer owns AI Outputs generated from Customer Data, subject to Vectra View’s ownership of embedded Background IP and third-party rights. Vectra View does not represent that AI Outputs are copyrightable, exclusive, or free from third-party claims.

10.4 Prohibited AI Practices. Customer will not use the Services or AI Outputs for any AI practice prohibited by applicable law, including under Article 5 of the EU AI Act. No Order Form or other agreement of the Parties can authorize a prohibited AI practice.

10.5 Regulated and High-Impact Uses. Customer will not use the Services or AI Outputs as the sole basis for a decision producing legal or similarly significant effects for a natural person, or in a regulated high-risk AI use, unless an Order Form expressly authorizes that use and Customer implements the notices, assessments, human oversight, and review procedures applicable law requires of it. Customer is responsible for determining whether its use of the Services constitutes a high-risk or otherwise regulated AI use. Upon reasonable request, Vectra View will provide product information it maintains and is legally permitted to disclose to assist Customer's compliance.

10.6 Roles and Transparency. Each Party will comply with the obligations applicable law imposes on it in respect of its own role and use of an AI system, including transparency, disclosure, and labeling obligations. Customer will not remove or obscure a compliance, provenance, or security indicator applied by Vectra View.

10.7 Models and AI Features. Vectra View may change or replace underlying AI models, providers, prompts, safeguards, or feature configurations, provided that Vectra View continues to comply with the no-training commitment in Section 10.2, its security obligations, and any material specifications expressly stated in an Order Form. Model changes may affect the form, style, latency, or behavior of AI Outputs without constituting a warranty breach if the Services continue to conform materially to the applicable specifications.

Data Protection; Security

11.1 Security Program. Vectra View will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, and will not materially reduce the overall security of the Services during a Subscription Term.

11.2 Data Processing; Subprocessors. To the extent Vectra View processes personal data contained in Customer Data on Customer’s behalf, such processing is governed by Schedule C (Data Processing Addendum). Customer authorizes Vectra View’s use of the subprocessors identified at https://vectraview.com/resources/policy/subprocessors, as updated in accordance with Schedule C. Vectra View remains responsible for its subprocessors’ performance to the same extent as if it performed the relevant services itself.

11.3 Incident Notification. Vectra View will notify Customer without undue delay after becoming aware of a Security Incident and will provide information and cooperation reasonably available to Vectra View as further described in Schedule C. Notification or cooperation is not an admission of fault or liability. Where the Security Incident involves Personal Data, the notification timing in Schedule C also applies.

Confidentiality

12.1 Definition. "Confidential Information" means information disclosed by one Party ("Discloser") to the other ("Recipient") under this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Vectra View’s Confidential Information includes the Services, pricing, and non-public product information; Customer’s Confidential Information includes Customer Data. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Recipient without restriction before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

12.2 Obligations. The Recipient will (a) protect the Discloser’s Confidential Information using at least the degree of care it uses for its own similar information, and no less than reasonable care; (b) use it only to exercise rights and perform obligations under this Agreement; and (c) disclose it only to its employees, contractors, Affiliates, subprocessors, the Services Provider, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 12. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment. Each Party may seek injunctive or other equitable relief for any actual or threatened breach of this Section 12 without the need to post a bond.

12.3 Prior NDAs. This Section 12 governs Confidential Information exchanged on or after the Effective Date and supersedes any prior non-disclosure agreement between the Parties with respect to such exchanges; disclosures made before the Effective Date remain governed by any such prior agreement.

12.4 Duration. Confidentiality obligations under this Section 12 continue for three (3) years after the date of disclosure, except that they continue (a) with respect to Customer Data and Confidential Information constituting personal data, for as long as the Recipient retains it, and (b) with respect to a trade secret, for as long as it remains a trade secret under applicable law.

Warranties; Disclaimers

13.1 Mutual. Each Party represents and warrants that it has validly entered into this Agreement and has the legal power to do so.

13.2 Vectra View Warranties. Vectra View warrants that (a) during the applicable Subscription Term, the Platform will perform materially in accordance with the Documentation; and (b) during any period covered by an active Automation Solution support package, each Vectra View-hosted Automation Solution will perform materially in accordance with the Order Form and its Operational Specification as approved by Customer. Schedule B, Section 3.1 requires an active Automation Solution support package for ongoing operation, so this warranty applies throughout the period Vectra View operates it. Professional Services and automation build work are warranted by the Services Provider under the Services Terms. Customer’s exclusive remedies for breach of these warranties are, for clause (a), the termination and refund rights in Section 8.3 and Section 8.4, and, for clause (b), correction or re-performance of the affected operation or, if Vectra View cannot re-perform in material conformance within a reasonable period, termination of the affected Order Form and a refund of Fees paid for the non-conforming portion. These warranties do not apply to non-conformities caused by misuse, modifications not made by Vectra View, or use in violation of this Agreement or the Documentation. Neither warranty applies to availability or uptime, which are addressed exclusively in Schedule A (for the Platform) and Schedule D (for a hosted Automation Solution).

13.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.2 AND VECTRA VIEW'S EXPRESS OBLIGATIONS UNDER SECTION 11 AND SCHEDULE C, THE SERVICES, AI OUTPUTS, AND ALL RELATED INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND VECTRA VIEW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VECTRA VIEW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. THE SERVICES ARE TOOLS THAT ASSIST CUSTOMER AND ITS CLIENTS IN MANAGING THEIR COMPLIANCE PROGRAMS; VECTRA VIEW DOES NOT WARRANT OR GUARANTEE THAT CUSTOMER OR ANY CLIENT WILL ACHIEVE ANY PARTICULAR COMPLIANCE OUTCOME, CERTIFICATION, AUDIT RESULT, OR REGULATORY STATUS, FOR WHICH CUSTOMER AND ITS CLIENTS REMAIN SOLELY RESPONSIBLE. VECTRA VIEW IS NOT RESPONSIBLE FOR THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING HOSTING PROVIDERS, AUTOMATION PLATFORMS, AI MODEL PROVIDERS, AND DATA APIS, OR FOR CUSTOMER’S OR ANY CLIENT’S RELIANCE THEREON. DELIVERABLES ARE WARRANTED, IF AT ALL, ONLY BY THE SERVICES ENTITY UNDER THE SERVICES TERMS.

13.4 Beta and Preview Services. Features identified as beta, preview, evaluation, or pre-release are optional, may be changed or discontinued at any time, are not subject to availability targets or support commitments unless expressly stated in an Order Form, and are provided as is without warranties to the maximum extent permitted by law. Customer will not use such features to process Restricted Data unless Vectra View expressly approves that use in writing.

Indemnification

14.1 By Vectra View. Vectra View will defend Customer against any third-party claim alleging that Customer’s permitted use of the Platform, Documentation, or Vectra View-owned software components of an Automation Solution (collectively, “Covered Technology”) infringes or misappropriates a United States patent, copyright, trademark, or trade secret, and will indemnify Customer against damages, liabilities, and reasonable costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed in a settlement approved by Vectra View. If Covered Technology becomes, or in Vectra View’s opinion is likely to become, subject to such a claim, Vectra View may (a) procure the right for continued use; (b) replace or modify it to be non-infringing without material loss of functionality; or (c) if neither is commercially practicable, terminate the affected Services and refund prepaid, unused Fees on a pro-rata basis. Vectra View has no obligation for claims arising from (i) use in violation of this Agreement or Documentation; (ii) modifications not made by Vectra View; (iii) combinations with items not provided by Vectra View where the claim would not otherwise have arisen; (iv) Customer Data, Customer specifications, or Customer-provided materials; (v) third-party products, open-source software, or AI Outputs; or (vi) continued use after Vectra View provides a non-infringing replacement. This Section states Vectra View’s entire liability and Customer’s exclusive remedy for infringement claims relating to the Services.

14.2 By Customer. Customer will defend Vectra View against any third-party claim arising from (a) Customer Data, including an allegation that Customer Data infringes or misappropriates third-party rights or was collected or provided in violation of law; (b) Customer’s, an Authorized User’s, or a Client’s use of the Services in violation of law or this Agreement; or (c) services Customer provides to Clients, including Customer’s advice, representations, deliverables, or distribution of AI Outputs, except to the extent the claim is caused by Vectra View’s material breach of this Agreement or is subject to Vectra View’s defense obligation under Section 14.1. Customer will indemnify Vectra View against damages, liabilities, and reasonable costs (including reasonable attorneys’ fees) finally awarded against Vectra View or agreed in a settlement approved by Customer.

14.3 Procedures. The indemnifying Party’s obligations are conditioned on the indemnified Party (a) promptly notifying the indemnifying Party of the claim, except that late notice relieves the indemnifying Party only to the extent materially prejudiced; (b) giving the indemnifying Party sole control of the defense and settlement; and (c) providing reasonable cooperation at the indemnifying Party’s expense. The indemnifying Party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.

Limitation of Liability

15.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS) WILL BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR COSTS OF COVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. FOR CLARITY, AMOUNTS VECTRA VIEW COLLECTS AS AGENT FOR THE SERVICES ENTITY ARE NOT FEES UNDER THIS AGREEMENT AND DO NOT INCREASE THIS CAP.

15.3 Enhanced Cap. Each Party’s aggregate liability arising from (a) its breach of Section 12 (Confidentiality) or (b) its violation of Schedule C or Section 11 will not exceed two (2) times the cap stated in Section 15.2. The Parties intend this enhanced cap to apply instead of, not in addition to, the cap in Section 15.2.

15.4 Excluded Claims. Sections 15.1 through 15.3 do not limit (a) either Party’s indemnification obligations under Section 14; (b) liability arising from a Party’s fraud, gross negligence, or willful misconduct; (c) Customer’s payment obligations; (d) Customer’s violation of Section 3.3 (Use Restrictions); or (e) liability that cannot be limited under applicable law. The Parties agree that this Section 15 allocates risk between them and is reflected in the Fees.

Publicity

16.1 Publicity. Neither Party will use the other Party’s name, logo, or trademarks, or publicly identify the other Party as a customer or vendor, without the other Party’s prior written consent (email sufficient). Any case study, press release, or similar publication requires prior written approval of its content by both Parties.

General

17.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each Party consents to the personal jurisdiction and venue of such courts and waives any objection thereto. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUCH DISPUTE.

17.2 Notices. Legal notices must be in writing and delivered (a) to Customer at the notice email and mailing address specified on the most recent Order Form, and (b) to Vectra View at Vectra View Technologies Inc., with a copy by email to legal@vectraview.com. Email notice is effective on the next Business Day after transmission if no delivery-failure message is received. Courier or certified-mail notice is effective upon receipt. A notice of breach, termination, or indemnity claim sent by email must be sent to the designated legal-notice address and not solely through a support channel. This Section governs contractual notices only and does not govern service of process or any notice for which applicable law requires a different method.

17.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement without consent to an Affiliate — excluding, in the case of Vectra View, the Services Provider — or in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement and notice is given to the other Party. Any other purported assignment is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

17.4 Relationship; No Third-Party Beneficiaries. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, or employment relationship. Vectra View acts as agent for the Services Provider solely to the limited extent expressly stated in Section 2.4 and for no other purpose, and nothing in this Agreement makes either Party an agent of the other. Except for the Services Provider, which is an intended beneficiary of Sections 2.4 and 5.1, there are no third-party beneficiaries to this Agreement; without limiting the foregoing, Clients have no rights under this Agreement and Customer, not Vectra View, is solely responsible to its Clients.

17.5 Force Majeure. Except for payment obligations, neither Party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, acts of government, epidemics, labor disputes, internet or utility failures, denial-of-service attacks, or failures of third-party providers. The affected Party will give reasonably prompt notice, use commercially reasonable efforts to mitigate the effect, and resume performance when practicable. Force majeure does not excuse confidentiality, data-security, incident-notification, or data-protection obligations to the extent they remain reasonably capable of performance. If a force majeure event prevents performance of the affected Services for more than sixty (60) consecutive days, either Party may terminate the affected Order Form on written notice, and Vectra View will refund prepaid, unused Fees for the affected Services on a pro-rata basis.

17.6 Export; Sanctions. Each Party will comply with applicable export control and economic sanctions laws. Customer represents that it is not located in, and will not permit access to the Services from, any embargoed jurisdiction, and that it is not on any applicable restricted-party list.

17.7 Severability; Waiver. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in effect. A Party’s failure to enforce a provision is not a waiver of that or any other provision, and any waiver must be in writing.

17.8 Entire Agreement; Amendment. This Agreement, together with the Schedules and Order Forms, is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations regarding that subject matter. Except as expressly provided in Section 2.2 and in the remainder of this Section 17.8, this Agreement may be amended only in a writing signed by authorized representatives of both Parties. Vectra View may update this Agreement and the Schedules prospectively, giving Customer at least thirty (30) days’ notice at the notice email stated in the most recent Order Form. A revised version does not change the terms governing a Subscription Term already in progress; it applies from the start of the next Subscription Term, except that a change required by applicable law applies from its stated effective date. If a revised version would materially and adversely affect Customer, Customer may decline to renew by giving notice under Section 8.2.

17.9 Counterparts; Electronic Execution. This Agreement and any Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and which together constitute one instrument.