End User License Agreement

Effective Date: June 2, 2026

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT" OR "EULA") CAREFULLY BEFORE ACCESSING OR USING THE VEXIVIAN SERVICES. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. Parties and Definitions

This Agreement is entered into between Vexivian, Inc. ("Vexivian," "we," "us," or "our"), a company incorporated in California, and you, the individual or entity accessing or using the Services ("User," "you," or "your").

For purposes of this Agreement:

• "Services" means the Vexivian platform accessible at vexivian.com, including Vexivian Compass, Vexivian Talent, and any related features, tools, APIs, or content provided by Vexivian.
• "Subscription" means a paid or trial plan that grants access to the Services for a defined billing period.
• "User Content" means any data, text, files, or other materials you submit to or through the Services.
• "Documentation" means any user guides, help articles, or other materials we make available describing the Services.

2. License Grant

2.1 Scope of License

Subject to your compliance with this Agreement and timely payment of applicable fees, Vexivian grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business or personal purposes during the applicable Subscription term.

The Services are provided as software-as-a-service (SaaS). No software is downloaded or installed on your devices. Your right is to access the Services remotely via a supported web browser or authorized interface.

2.2 Restrictions

You must not, and must not permit any third party to:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive source code from any component of the Services
• Sublicense, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Services or make them available to any third party
• White-label, rebrand, or re-sell access to the Services as your own product or service
• Use the Services to build a competing product or service
• Access the Services by automated means (bots, scrapers, crawlers) without prior written authorization from Vexivian
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Services
• Use the Services to store or transmit malicious code, infringing content, or unlawful material
• Attempt to gain unauthorized access to any part of the Services or related systems

3. Account Registration and Security

To access the Services, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Notifying Vexivian immediately of any unauthorized use of your account at support@vexivian.com

Vexivian is not liable for any loss or damage arising from your failure to maintain account security. We reserve the right to suspend or terminate accounts that we reasonably believe have been compromised.

4. Subscriptions, Fees, and Billing

4.1 Subscription Plans

Vexivian offers multiple subscription tiers (including Starter, Efficient, and Scale for Vexivian Compass, and flat-fee access for Vexivian Talent). Current pricing is published at vexivian.com/pricing and is subject to change with notice.

4.2 Auto-Renewal

All Subscriptions automatically renew at the end of each billing period (monthly or annual, as applicable) at the then-current subscription rate, unless you cancel before the renewal date. By subscribing, you authorize Vexivian (via its payment processor, Stripe) to charge your payment method on a recurring basis.

4.3 Cancellation

You may cancel your Subscription at any time through your account settings or by contacting support@vexivian.com. Cancellation takes effect at the end of the current billing period. You will retain access to the Services until the end of the paid period; no refunds are issued for the unused portion of a billing period except as required by applicable law.

4.4 Price Changes

Vexivian reserves the right to modify subscription pricing at any time. We will provide at least 30 days' advance notice of any price increase via email or in-app notification. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.

4.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, or other taxes associated with your use of the Services, except for taxes based on Vexivian's net income.

4.6 Payment Failures

If a payment fails, Vexivian may suspend your access to the Services until payment is resolved. Vexivian reserves the right to terminate a Subscription that remains unpaid for more than 14 days after a failed payment attempt.

5. User Content

5.1 Ownership

You retain all ownership rights in your User Content. By submitting User Content to the Services, you grant Vexivian a limited, non-exclusive, royalty-free license to process, store, and transmit your User Content solely as necessary to provide the Services to you.

5.2 Your Responsibilities

You are solely responsible for your User Content and represent that:

• You have all necessary rights to submit the User Content to the Services
• Your User Content does not violate any applicable law, regulation, or third-party rights
• Your User Content does not contain personally identifiable information of third parties without proper authorization

5.3 AI Processing

Certain features of the Services (including Vexivian Compass) are powered by third-party AI providers, including Anthropic (Claude API). By using AI-powered features, you acknowledge that your inputs may be processed by Anthropic subject to Anthropic's usage policies. Vexivian does not use your User Content to train AI models.

6. Intellectual Property

All rights, title, and interest in and to the Services, including all software, algorithms, interfaces, documentation, trademarks, logos, and underlying technology, are and will remain the exclusive property of Vexivian and its licensors. Nothing in this Agreement transfers any intellectual property rights to you. The license granted in Section 2 is the entirety of the rights granted to you.

"Vexivian," the Vexivian logo, "Vexivian Compass," and "Vexivian Talent" are trademarks of Vexivian, Inc. You may not use these marks without our prior written consent.

7. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use it only for the purposes of this Agreement; and (c) disclose it only to employees or contractors who need to know it and who are bound by confidentiality obligations at least as protective as those in this Agreement.

8. Term and Termination

8.1 Term

This Agreement commences on the date you first accept it and continues until your Subscription is cancelled or terminated in accordance with this Agreement.

8.2 Termination for Breach

If either party materially breaches this Agreement, the non-breaching party may provide written notice of the breach. The breaching party will have 30 days from receipt of such notice to cure the breach. If the breach is not cured within that 30-day cure period, the non-breaching party may terminate this Agreement immediately upon written notice.

Notwithstanding the foregoing, Vexivian may suspend or terminate your access immediately and without a cure period if: (a) you violate Section 2.2 (Restrictions); (b) your use poses a security risk or legal liability to Vexivian or other users; or (c) you fail to pay fees as required under Section 4.

8.3 Effect of Termination

Upon termination or expiration of this Agreement:

• Your license to access and use the Services will immediately cease
• You must promptly cease all use of the Services
• Vexivian will retain and then delete your User Content in accordance with our data retention practices described in our Privacy Policy
• All provisions of this Agreement that by their nature should survive termination will survive, including Sections 6 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (General)

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VEXIVIAN DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Vexivian does not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the Services or servers are free of viruses or harmful components; or (d) results obtained from use of the Services will be accurate or reliable.

AI-generated outputs from the Services are provided for informational and operational assistance purposes only. They do not constitute legal, financial, medical, or professional advice. You are solely responsible for decisions made based on outputs from the Services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VEXIVIAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES, EVEN IF VEXIVIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VEXIVIAN'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO VEXIVIAN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Vexivian's liability will be limited to the fullest extent permitted by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vexivian and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services in violation of this Agreement; (b) your User Content; (c) your violation of any applicable law or regulation; or (d) your infringement of any third-party intellectual property or other rights.

12. Modifications to the Services and Agreement

12.1 Service Changes

Vexivian reserves the right to modify, suspend, or discontinue any aspect of the Services at any time. We will endeavor to provide reasonable advance notice of material changes. Vexivian is not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

12.2 Agreement Changes

Vexivian may update this Agreement from time to time. When we make material changes, we will notify you by updating the Effective Date above and providing notice via email or in-app notification. Your continued use of the Services after the effective date of any updated Agreement constitutes your acceptance of the changes. If you do not agree to the updated Agreement, you must stop using the Services and cancel your Subscription.

13. General Provisions

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Santa Clara County, California, in the English language. Each party will bear its own costs unless the arbitrator determines otherwise.

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

CLASS ACTION WAIVER: YOU AND VEXIVIAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13.3 Entire Agreement

This Agreement, together with the Privacy Policy and any Order Forms or Subscription confirmation, constitutes the entire agreement between you and Vexivian regarding the Services and supersedes all prior agreements, representations, and understandings.

13.4 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

13.5 Waiver

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term. Vexivian's failure to enforce any right or provision will not constitute a waiver of that right or provision.

13.6 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without Vexivian's prior written consent. Vexivian may freely assign this Agreement in connection with a merger, acquisition, or sale of assets. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.7 Force Majeure

Vexivian will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet outages, or failures of third-party providers.

13.8 Notices

Notices to Vexivian under this Agreement must be sent to legal@vexivian.com or by post to Vexivian, Inc., Los Gatos, California, USA. Vexivian may send notices to the email address associated with your account.

14. Contact Information

If you have any questions about this Agreement, please contact: