End User License Agreement

1. Parties and Scope

This End User License Agreement ("EULA") is a legal agreement between you, the individual or entity accepting these terms ("Licensee" or "you"), and Vela Cloud Ltd, operating as Vela ("Licensor," "we," or "us"), governing your use of the Vela Software As A Service (SaaS) platform, including all related documentation, updates, and features ("Software").

By clicking "I agree," creating an account, or accessing the Software, you confirm that you have the legal authority to bind yourself and, if applicable, your organisation to this EULA. If you do not agree to these terms, you must not access or use the Software. This EULA supplements our Terms of Use and Privacy Policy, which are incorporated herein by reference.

2. Definitions

• "Authorised User" means any employee, contractor, or agent of Licensee who is permitted to access the Software under Licensee's subscription.
• "Licensee Data" means all data and content submitted by Licensee or its Authorised Users to the Software, including CRM records, pipeline data, and uploaded files.
• "Order Form" means any online or written order, subscription confirmation, or checkout record specifying the plan tier and pricing applicable to Licensee's subscription.
• "Subscription Term" means the period during which Licensee's subscription is active as specified in the Order Form.
• "Trial" means a time limited, no charge evaluation period for the Starter plan only, as described in Section 4.

3. License Grant

Subject to your compliance with this EULA and payment of applicable subscription fees, Vela Cloud Ltd grants you a limited, non exclusive, non sublicensable, non transferable, revocable right to access and use the Software through a supported web browser, solely for your internal business operations during the Subscription Term.

This licence covers access to the features and functionality included in the plan tier specified in your Order Form. Features not included in your plan tier require an upgrade. This licence does not include the right to access or use the Software's underlying source code, infrastructure, machine learning models, or proprietary algorithms.

4. Trial and Evaluation

A free trial is available exclusively on the Starter plan for a period of fourteen (14) days from account creation. During the trial:

• The Software is provided "as is" with no uptime guarantee and no SLA protection
• Trial accounts may have reduced storage limits, rate limits, or feature access at Licensor's discretion
• No credit card is required to start; providing payment details and converting to a paid plan requires explicit action by you
• At the end of the trial, access to the Software will be suspended unless you select a paid plan
• Licensor reserves the right to terminate a trial at any time for legitimate reasons, including misuse, abuse, or violation of these terms, with reasonable notice where practicable and without liability to the Licensee

No trial is available for Growth or Enterprise plans. Growth plan access begins on the first day of the paid Subscription Term.

5. Restrictions

You may not, directly or indirectly, and you may not permit any Authorised User or third party to:

• Copy, reproduce, distribute, or publish any part of the Software or its output
• Modify, adapt, translate, or create derivative works based on the Software
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying algorithms, or architecture of the Software
• Remove, alter, or obscure any proprietary rights notices, trademarks, or logos within the Software
• Use the Software to develop, train, or improve a competing product or service
• Sublicense, sell, resell, rent, lease, transfer, or otherwise make the Software available to any third party on a commercial basis without prior written consent
• Use automated scripts, bots, or crawlers to extract data from the Software in bulk
• Circumvent, disable, or otherwise interfere with security related features of the Software
• Use the Software in connection with any high risk activity where failure could lead to death, personal injury, or significant property damage
• Permit any person who is not an Authorised User to access the Software under your account credentials
• Use the Software in violation of any applicable law, regulation, or third party right

6. Ownership and Intellectual Property

The Software and all underlying technology, design systems, algorithms, AI models, documentation, and updates are and remain the exclusive property of Vela Cloud Ltd. This EULA conveys no title or ownership in or to the Software. All rights not expressly granted are reserved by Vela Cloud Ltd.

Licensee Data: Licensee retains all ownership of Licensee Data. Licensee grants Vela Cloud Ltd a limited, worldwide, royalty free licence to process Licensee Data solely as required to provide and improve the Software. We do not use Licensee Data to train our AI models or share it with third parties except as described in our Privacy Policy.

Feedback: If you submit suggestions or feedback about the Software, you grant Vela Cloud Ltd a perpetual, royalty free licence to use and incorporate that feedback without any obligation of attribution or compensation. Vela Cloud Ltd agrees not to disclose your identity in connection with feedback without your consent. This licence does not extend to any information you have clearly identified in writing as confidential at or before the time of disclosure, which remains subject to Section 9 (Confidentiality).

7. Updates and Modifications

Vela Cloud Ltd may release updates, patches, or new versions of the Software at any time. Security patches and critical defect fixes may be applied automatically without prior notice. We reserve the right to modify, deprecate, or discontinue any non core feature with reasonable prior notice. Removal of a core feature will be communicated at least 30 days in advance via email and a notice in the platform.

8. Open Source Components

The Software may incorporate open source software components. Such components are licensed under their respective open source licences, which take precedence over this EULA with respect to those components only. Open source components do not affect Licensor's proprietary rights in the Software as a whole. A list of material open source components used in the Software is available upon written request.

9. Confidentiality

Each party agrees to keep confidential any non public information of the other party that is disclosed in connection with use of the Software ("Confidential Information"), and to use such information only for the purposes of this EULA. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this EULA; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

10. Term and Termination

This EULA is effective from the date you first access the Software and continues for the duration of the Subscription Term. It terminates automatically when your subscription ends or is cancelled. Vela Cloud Ltd may terminate this EULA immediately upon written notice if:

• You breach any material term of this EULA and fail to cure the breach within 15 days of notice
• You become insolvent, enter administration, or are subject to bankruptcy proceedings
• Your use of the Software creates a security, legal, or regulatory risk to Vela Cloud Ltd or other customers

Effect of termination: Upon termination or expiry: (a) all licences granted herein cease immediately; (b) you must stop using the Software and delete any locally cached or downloaded content; and (c) Vela Cloud Ltd will delete Licensee Data within 30 days in accordance with the Privacy Policy, unless a longer retention period is required by law. Termination does not relieve you of the obligation to pay any fees outstanding at the date of termination.

Sections 6 (Ownership), 9 (Confidentiality), 11 (Disclaimer), 12 (Liability), 15 (Governing Law), and any payment obligations shall survive termination of this EULA.

11. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." VELA CLOUD LTD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. VELA CLOUD LTD DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE, UNINTERRUPTED, SECURE, OR FREE FROM HARMFUL COMPONENTS. AI GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) VELA CLOUD LTD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

(b) VELA CLOUD LTD'S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF: (i) THE TOTAL FEES PAID BY LICENSEE IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED US DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability. In such jurisdictions, these limitations apply to the maximum extent permitted by law.

13. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Vela Cloud Ltd and its officers, directors, employees, and agents from any third party claims, damages, losses, and reasonable legal costs arising out of: (a) Licensee's use of the Software in breach of this EULA; (b) Licensee's violation of any applicable law or regulation; or (c) Licensee Data, including any claim that such data infringes a third party's intellectual property or privacy rights.

14. Export Compliance

The Software is subject to export control laws and regulations, including those of the United Kingdom, the European Union, and the United States. Licensee agrees not to export, re export, or transfer access to the Software to any country, individual, or entity that is subject to applicable trade sanctions or export restrictions. Licensee represents that it is not located in, under the control of, or a national of any country subject to a UK, EU, or US trade embargo.

15. Governing Law and Dispute Resolution

This EULA is governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or in connection with this EULA that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. If mandatory local law in your jurisdiction requires a different governing law, that law applies to the extent required.

16. Injunctive Relief

The parties acknowledge that a breach of Section 5 (Restrictions) or Section 9 (Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Vela Cloud Ltd shall be entitled to seek injunctive relief or other equitable remedies without the requirement to post a bond or other security.

17. General Provisions

Entire agreement: This EULA, together with the Terms of Use, Privacy Policy, Data Processing Addendum, and the subscription details (plan tier, billing frequency, and price) confirmed at checkout, constitutes the entire agreement between the parties regarding the Software and supersedes all prior representations, negotiations, and agreements. Paddle.com Market Ltd acts as Merchant of Record; payment terms are governed by those checkout-confirmed subscription details and Paddle's buyer terms.

Order of precedence: In the event of a conflict between this EULA and another agreement between you and Vela Cloud Ltd, the following order of precedence applies, in descending priority: (1) the Data Processing Addendum, with respect to the processing of Personal Data; (2) the Terms of Use; (3) this EULA; and (4) the Privacy Policy and other published policies.

Amendments: Vela Cloud Ltd may update this EULA from time to time. Material changes will be notified via email or a notice in the platform at least 14 days before taking effect. Continued use after the effective date constitutes acceptance.

Severability: If any provision is found to be unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in full force.

Waiver: Failure to enforce any right under this EULA shall not constitute a waiver of that right.

No third party beneficiaries: This EULA does not confer any rights or benefits on any third party.

Force majeure: Neither party will be liable for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, or widespread internet outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

Assignment: Licensee may not assign this EULA or any rights hereunder without prior written consent. Vela Cloud Ltd may assign this EULA in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Notices: Notices under this EULA may be delivered by email. Notices to Vela Cloud Ltd must be sent to legal@usevela.io. Notices to Licensee will be sent to the email address on the account.

18. Contact

For questions about this EULA or to request a list of open source components:

Vela Cloud Ltd, operating as Vela
28 HaArba'a St, Tel Aviv 6473925, Israel
Email: legal@usevela.io
Website: usevela.io