Vrin Customer Agreement

This Customer Agreement (the "Agreement") is entered into between Vrin, Inc., a Delaware corporation ("Vrin"), and the customer identified on an applicable Order Form or who otherwise accesses the paid Vrin Services ("Customer"). This Agreement governs Customer's access to and use of the Vrin platform and related services.

By executing an Order Form that references this Agreement, by clicking "I agree," or by paying any invoice that references this Agreement, Customer agrees to be bound by this Agreement. If the person agreeing is acting on behalf of an organization, that person represents and warrants that they have the authority to bind the organization, and "Customer" refers to that organization.

1. Definitions

"Authorized User" means an employee, contractor, or agent of Customer authorized by Customer to access the Services on Customer's behalf, subject to the seat or usage limits in the applicable Order Form.

"Customer Content" means all data, documents, text, code, prompts, queries, configurations, and other materials Customer or its Authorized Users upload to, submit to, or process through the Services.

"Documentation" means the user and technical documentation made available by Vrin for the Services, as updated from time to time.

"Order Form" means an ordering document (whether titled Order Form, Statement of Work, Subscription Order, or otherwise) signed by both parties or otherwise mutually accepted (including via invoice payment) that specifies the Services subscribed to, fees, term, and other commercial terms.

"Output" means content generated, retrieved, or synthesized by the Services in response to Customer's use, including responses to queries, ingested facts, structured retrievals, and similar.

"Services" means the Vrin platform, including the retrieval-time reasoning layer, APIs, command-line interface, dashboard, and related services subscribed to under an Order Form, together with any updates and Documentation provided by Vrin.

"Subprocessors" means third-party service providers engaged by Vrin to process Customer Content in connection with providing the Services.

2. Services and Access

2.1 Grant

Subject to Customer's compliance with this Agreement and payment of applicable fees, Vrin grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Customer's internal business purposes through its Authorized Users, in accordance with the applicable Order Form, Documentation, and our Acceptable Use Policy.

2.2 Restrictions

Customer shall not, and shall not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, prompts, or proprietary algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (b) modify, translate, or create derivative works of the Services; (c) rent, lease, lend, sell, sublicense, distribute, time-share, or otherwise make the Services available to any third party; (d) use the Services to develop, train, fine-tune, or evaluate any competing AI model, retrieval system, or knowledge graph product; (e) use the Services in violation of applicable law, our Acceptable Use Policy, or the rights of any third party; (f) circumvent or attempt to circumvent any usage limits, security controls, or rate limits of the Services; (g) remove or obscure any proprietary notices in the Services or Documentation; (h) benchmark or publish performance comparisons of the Services without Vrin's prior written consent.

2.3 Authorized Users

Customer is responsible for the acts and omissions of its Authorized Users and for ensuring its Authorized Users comply with this Agreement. Customer is responsible for the security of Authorized User credentials and for all activities that occur under those credentials.

2.4 Hybrid / Bring-Your-Own-Cloud Deployments

Where the applicable Order Form specifies an enterprise or "bring-your-own-cloud" deployment, the Services are deployed within Customer's own AWS or Azure account. In that deployment, Customer Content remains within Customer's cloud account and is not transmitted to or stored on Vrin's shared infrastructure. Customer is responsible for the configuration, security, and costs of its cloud account; Vrin's responsibility is limited to the software and configuration that Vrin provides.

3. Fees and Payment

3.1 Fees

Customer shall pay the fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted and payable in United States Dollars and are exclusive of all taxes (other than taxes on Vrin's net income).

3.2 Invoicing and Payment Terms

Vrin will invoice Customer per the cadence stated in the Order Form (default: monthly in advance). Invoices are due within fifteen (15) days of invoice date unless the Order Form specifies otherwise. Past-due amounts accrue a late charge of 1.5% per month (or the maximum permitted by law, if lower).

3.3 Taxes

Customer is responsible for all applicable sales, use, value-added, GST, and similar taxes, except taxes on Vrin's net income. If Customer is required to withhold taxes from amounts payable to Vrin, Customer shall gross up the payment so that Vrin receives the full amount due.

3.4 Non-Payment

If Customer fails to pay any undisputed amount within thirty (30) days after Vrin notifies Customer of past-due amounts, Vrin may suspend the Services until payment is received and/or terminate this Agreement for material breach.

3.5 Disputed Charges

If Customer disputes any invoiced amount in good faith, Customer must notify Vrin in writing within thirty (30) days of the invoice date. The parties will work in good faith to resolve disputed amounts. Undisputed amounts remain due.

4. Customer Content and Ownership

4.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants Vrin a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide and improve the Services for Customer in accordance with this Agreement.

4.2 No Training on Customer Content

Vrin does not use Customer Content to train or fine-tune Vrin's, or any third party's, foundation models or machine-learning systems. Customer Content is processed solely to deliver the Services to Customer.

4.3 Output Ownership

As between the parties, Customer owns Output generated by the Services from Customer's own queries and Customer Content, subject to the disclaimers in Section 7 (AI-Specific Provisions) and any third-party rights. To the extent Vrin holds any rights in Output that would otherwise prevent Customer from using it, Vrin assigns (or licenses, to the extent assignment is not permitted) such rights to Customer.

4.4 Aggregated and De-Identified Data

Vrin may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Services (e.g., performance metrics, usage patterns) to operate, secure, and improve the Services. Such aggregated data does not identify Customer or any individual and is not Customer Content.

4.5 Customer Responsibilities

Customer represents and warrants that (a) Customer has all rights necessary to submit Customer Content and grant the license in Section 4.1; (b) Customer Content does not violate this Agreement, the Acceptable Use Policy, or applicable law; and (c) Customer has obtained any consents required to process personal data contained in Customer Content.

5. Vrin Intellectual Property

The Services, including all software, models, algorithms, prompts, configurations, Documentation, and improvements thereto, are and shall remain the exclusive property of Vrin and its licensors. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer by implication, estoppel, or otherwise.

Feedback, suggestions, or ideas Customer provides to Vrin regarding the Services ("Feedback") may be used by Vrin for any purpose without restriction or compensation to Customer. Customer hereby grants Vrin a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback.

6. Confidentiality

6.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes the terms of this Agreement, Customer Content, and Vrin's non-public technology, algorithms, models, and roadmap.

6.2 Obligations

Recipient shall (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses for its own confidential information of a similar nature, but no less than reasonable care; and (c) limit access to its personnel and authorized representatives who have a need to know and are bound by confidentiality obligations.

6.3 Exceptions

Confidential Information does not include information that (a) was lawfully in Recipient's possession before disclosure, (b) is or becomes publicly known through no fault of Recipient, (c) is independently developed by Recipient without reference to Confidential Information, or (d) is rightfully received from a third party without confidentiality obligations.

6.4 Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, Recipient shall (where legally permitted) give Discloser prompt written notice so Discloser may seek a protective order, and shall disclose only the portion of Confidential Information legally required.

6.5 Survival

Confidentiality obligations survive termination of this Agreement for five (5) years; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

7. AI-Specific Provisions

7.1 Nature of Output

The Services use machine-learning models, including third-party foundation models, to generate Output. Output is probabilistic and may contain errors, inaccuracies, omissions, fabrications, biases, or otherwise incorrect or misleading information (commonly referred to as "hallucinations"). Output may not be unique to Customer; similar inputs may produce similar Output across users.

7.2 Customer Responsibility for Output

Customer is solely responsible for reviewing, validating, and verifying Output before relying on it for any decision, publication, or action. Customer shall not rely on Output as a sole source of truth or as a substitute for professional advice (legal, medical, financial, tax, regulatory, or similar).

7.3 No Warranty of Accuracy

Vrin makes no representation or warranty regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any Output.

7.4 Regulated Use

If Customer uses the Services in connection with regulated activities (including without limitation healthcare, legal services, financial services, employment decisions, lending, education, or housing), Customer is solely responsible for ensuring that Customer's use, and any Output Customer acts upon, complies with applicable laws and regulations (including without limitation HIPAA, FCRA, GLBA, ECOA, the EU AI Act, and similar). Customer shall implement appropriate human review of Output used in such contexts.

7.5 Disclosure to End Users

If Customer makes Output available to its own end users, Customer is responsible for any required disclosures regarding the use of AI in generating such Output.

8. Data Protection and Security

8.1 Privacy Policy

Vrin's processing of personal data in connection with the Services is described in our Privacy Policy.

8.2 Subprocessors

Vrin engages Subprocessors to provide portions of the Services. A current list of Subprocessors is maintained at https://vrin.cloud/legal/subprocessors. Vrin shall (a) impose data protection obligations on Subprocessors that are no less protective than those in this Agreement, and (b) remain responsible for the acts and omissions of its Subprocessors.

8.3 Security

Vrin implements administrative, technical, and physical safeguards designed to protect Customer Content, including encryption in transit and at rest, access controls, secrets management, audit logging, and security review. Customer is responsible for the security of its own systems, credentials, and end-user devices.

8.4 Data Processing Addendum

If Customer is subject to GDPR, UK GDPR, CCPA/CPRA, or similar data protection laws and processes personal data through the Services, the parties shall, upon Customer's request, execute Vrin's standard Data Processing Addendum, which is incorporated by reference upon execution.

8.5 Security Incidents

Vrin shall notify Customer without undue delay after becoming aware of a confirmed security incident affecting Customer Content, with information reasonably available to Vrin at the time and supplemental information thereafter.

9. Warranties

9.1 Mutual Warranties

Each party represents and warrants that (a) it has the corporate power and authority to enter into this Agreement and perform its obligations, and (b) its execution and performance do not violate any other agreement to which it is bound.

9.2 Vrin Limited Warranty

Vrin warrants that during the Subscription Term, the Services will materially conform to the Documentation. Customer's exclusive remedy and Vrin's sole obligation for breach of this warranty shall be, at Vrin's option, (a) repair or correction of the non-conforming Services, or (b) termination of the affected Order Form and a refund of pre-paid fees for the unused portion of the Subscription Term.

9.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 9.2, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." VRIN AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OPERATION. VRIN DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT OUTPUT WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

10. Indemnification

10.1 Vrin Indemnification

Vrin shall defend Customer against any third-party claim alleging that Customer's authorized use of the Services (in the form provided by Vrin and unmodified by Customer) infringes a third party's U.S. patent, copyright, or trademark, and shall pay damages and reasonable attorneys' fees finally awarded against Customer or agreed upon in settlement. The foregoing obligation does not apply to claims arising from (a) Customer Content, (b) Customer's combination of the Services with materials not provided by Vrin, (c) modifications to the Services not made by Vrin, (d) Customer's use of the Services in violation of this Agreement, or (e) Output (which is governed by Section 7).

If the Services are alleged or determined to infringe, Vrin may, at its option, (i) procure the right for Customer to continue using the Services, (ii) modify the Services to make them non-infringing, or (iii) terminate the affected portion of the Services and refund pre-paid fees for the unused portion of the Subscription Term. This Section 10.1 states Vrin's entire liability and Customer's exclusive remedy for any third-party intellectual property infringement claim.

10.2 Customer Indemnification

Customer shall defend Vrin against any third-party claim arising out of or related to (a) Customer Content, (b) Customer's or its Authorized Users' use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law, (c) Customer's combination of the Services with materials not provided by Vrin, (d) Output that Customer published or acted upon without appropriate review, or (e) Customer's violation of any third party's rights, and shall pay damages and reasonable attorneys' fees finally awarded against Vrin or agreed upon in settlement.

10.3 Procedure

The indemnifying party's obligations are conditioned on the indemnified party (a) giving prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement requiring an admission of liability or payment by the indemnified party requires that party's consent); and (c) providing reasonable cooperation in the defense.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO VRIN UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exclusions

The limitations in Sections 11.1 and 11.2 do not apply to (a) a party's indemnification obligations under Section 10, (b) Customer's payment obligations, (c) breach of Section 6 (Confidentiality), (d) infringement or misappropriation of the other party's intellectual property rights, or (e) liability that cannot be excluded or limited under applicable law (e.g., gross negligence, willful misconduct, fraud).

11.4 Basis of Bargain

The parties acknowledge that the limitations and exclusions in this Section 11 reflect an allocation of risk between them and are an essential basis of the bargain. These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

12. Term and Termination

12.1 Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

12.2 Subscription Term

Each Order Form specifies its own subscription term (the "Subscription Term"). Unless otherwise specified, Subscription Terms automatically renew for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

12.3 Termination for Cause

Either party may terminate this Agreement or any Order Form for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice (or ten (10) days for non-payment).

12.4 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or ceases to do business in the ordinary course.

12.5 Effect of Termination

Upon termination or expiration: (a) Customer's right to access and use the Services ceases; (b) Customer shall pay all amounts accrued before the effective date of termination; (c) Vrin shall, upon Customer's request made within thirty (30) days of termination, make Customer Content available for export in a commercially reasonable format. After this period, Vrin may delete Customer Content; (d) Sections that by their nature should survive shall survive, including Sections 1, 3 (for amounts owed), 4, 5, 6, 7, 9.3, 10, 11, 12.5, 13, and 14.

12.6 Suspension

Vrin may suspend Customer's access to the Services if (a) Customer materially breaches this Agreement (including the Acceptable Use Policy), (b) Customer's use poses a security risk or risk of liability to Vrin, or (c) required by law or legal process. Vrin will use commercially reasonable efforts to notify Customer of suspension where lawful and practical.

13. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute arising out of or related to this Agreement that is not subject to arbitration.

Informal Resolution. Before commencing any formal proceeding, the parties shall attempt to resolve any dispute through good-faith negotiation, beginning with written notice to the other party at the addresses below.

Binding Arbitration. If the parties cannot resolve a dispute informally within sixty (60) days, any unresolved dispute shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration shall be conducted in San Francisco County, California, before a single arbitrator. Either party may bring an action in court for injunctive or other equitable relief to protect its intellectual property or confidential information.

No Class Actions. The parties agree that disputes shall be brought in an individual capacity only, and not as part of any class, consolidated, or representative action.

14. General

14.1 Entire Agreement

This Agreement (together with all Order Forms, the Privacy Policy, the Acceptable Use Policy, and any Data Processing Addendum) constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements. Any terms in Customer's purchase order, vendor portal, or similar document are rejected unless expressly accepted in writing by Vrin.

14.2 Order of Precedence

In the event of conflict: (a) an Order Form prevails over this Agreement only for the specific terms expressly identified as modifying this Agreement; otherwise (b) this Agreement prevails.

14.3 Amendments

This Agreement may be amended only by a written instrument signed by both parties, except that Vrin may update this Agreement from time to time for new subscriptions or renewals by posting a new version at vrin.cloud/legal/customer-agreement; the version in effect on the date of an Order Form (or its renewal) governs that Order Form.

14.4 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign without consent to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee assumes all obligations.

14.5 Notices

Notices under this Agreement shall be in writing and delivered to the addresses on the Order Form (or, for Vrin: vedant@vrin.cloud, with a copy to 3217 Roslyn Ct, Folsom, CA 95630). Notices are effective upon receipt for personal/courier delivery, three business days after mailing (certified mail), or upon confirmation of delivery for email.

14.6 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship.

14.7 Force Majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, epidemic or pandemic, fire, flood, earthquake, internet or telecommunications failure, or denial of service attack.

14.8 Export Compliance

Customer represents that it is not located in, and will not access or use the Services from, any country subject to U.S. embargo, and that it is not on any U.S. government list of restricted parties.

14.9 Government Use

The Services are "commercial items" as defined in 48 C.F.R. § 2.101. If Customer is a U.S. federal government entity, the Services are licensed with only those rights provided in this Agreement.

14.10 Publicity

Vrin may identify Customer as a customer (including by using Customer's name and logo) on Vrin's website and in marketing materials, in accordance with Customer's then-current trademark guidelines. Customer may opt out by emailing vedant@vrin.cloud.

14.11 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to be valid and enforceable.

14.12 Waiver

No waiver of any provision is effective unless in writing signed by the waiving party. A failure or delay in exercising any right is not a waiver of that right.

14.13 Counterparts; Electronic Signatures

This Agreement and any Order Form may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

15. Contact

Vrin, Inc. 3217 Roslyn Ct Folsom, CA 95630 United States Email: vedant@vrin.cloud