End User License Agreement

1. Parties and Scope

This End User License Agreement ("EULA") is a legal agreement between you ("User") and Vela Cloud Ltd, operating as AlliancesAdvisor ("Licensor"), governing your use of the Vela software-as-a-service platform ("Software"). This EULA supplements the Terms of Use and applies to all users accessing the Software under a valid subscription.

2. License Grant

Subject to your compliance with this EULA and the maintenance of an active subscription, Vela Cloud Ltd grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Software through a supported web browser, solely for your internal business operations. This licence does not include the right to access or use the Software's underlying source code, infrastructure, or proprietary algorithms.

3. Restrictions

You may not, directly or indirectly:

• Copy, reproduce, distribute, or publish any part of the Software
• Modify, adapt, translate, or create derivative works based on the Software
• Reverse engineer, disassemble, decompile, or attempt to derive the source code
• Remove, obscure, or alter any proprietary rights notices within the Software
• Use the Software to build a product or service that competes with Vela
• Sublicense, sell, resell, transfer, or otherwise make the Software available to any third party without prior written consent
• Use the Software in a way that violates any applicable law or regulation

4. Ownership and Intellectual Property

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

Your data — including CRM records, opportunity data, and any content you input — remains your property. You grant Vela Cloud Ltd a limited licence to process your data solely as required to provide the service.

5. Updates and Modifications

Vela Cloud Ltd may release updates, patches, or new versions of the Software at any time. Updates that improve security or fix critical defects may be applied automatically. We reserve the right to modify, discontinue, or deprecate features with reasonable prior notice except where urgent security or legal requirements apply.

6. Term and Termination

This EULA is effective from the date you first access the Software and remains in force for as long as your subscription is active. It terminates automatically when your subscription ends or is cancelled. Vela Cloud Ltd may also terminate this EULA immediately if you breach any of its terms. Upon termination: (a) all rights granted to you cease immediately; (b) you must stop using the Software; and (c) Vela Cloud Ltd will delete your data in accordance with the Privacy Policy.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." VELA 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 LTD DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELA LTD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SOFTWARE. VELA LTD'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Governing Law

This EULA is governed by the laws of England and Wales. Any dispute arising under this EULA shall be subject to the exclusive jurisdiction of the courts of England and Wales.

10. Contact

Vela Cloud Ltd, operating as AlliancesAdvisor
Email: legal@usevela.io