Subscription Agreement

Grant of Access. Subject to payment of all fees and compliance with this Agreement, ValueChaser grants Customer a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes.

All Products Included. Customer's subscription provides access to all products currently available on the Platform and all new products and features released during the Subscription Term. New products are automatically included at no additional charge within the Customer's monthly credit allocation. ValueChaser will notify Customer of new product launches by email.

Authorized Users. Customer may provision Authorized Users up to the limit specified in the Order. Customer is responsible for all activity by its Authorized Users and must ensure they comply with this Agreement. Credentials are non-transferable.

Provisioning. ValueChaser will provision Customer's dedicated tenant within two (2) business days of confirmed payment clearing. For card payments this is typically immediate; for bank transfers (ACH, SEPA, wire) provisioning begins once funds have cleared, which typically takes 2–5 business days. Login credentials will be issued to Authorized Users by email.

Acceptable Use. Customer will use the Platform only for lawful purposes. Customer will not: (a) reverse engineer, decompile, or attempt to extract source code, prompts, or model logic; (b) resell, sublicense, or provide third-party access to the Platform without ValueChaser's prior written consent; (c) use outputs as the sole basis for client deliverables without independent validation; or (d) upload unlawful, harmful, or third-party-restricted data.

Monthly Allocation. Customer receives the number of Credits per month specified in the Order. Credits are allocated at the start of each month.

Rollover. Unused Credits roll over to the following month at no additional charge. Credits do not expire during the Subscription Term.

Additional Credits. Customer may purchase additional Credits at any time at ValueChaser's then-current top-up rate (currently USD $900 per Credit), confirmed in writing before purchase.

No Refund on Unused Credits. Credits are non-refundable upon termination, except as set out in Section 10 (Termination for Cause).

Quarterly Billing. The Quarterly Fee is invoiced at the start of each quarter and is payable within thirty (30) days of invoice. The first Quarterly Fee is due upon setup before provisioning.

Late Payment. Amounts overdue by more than thirty (30) days accrue interest at 1.5% per month. ValueChaser may suspend access for amounts overdue by more than sixty (60) days, with five (5) business days' written notice.

Taxes. All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, or similar taxes applicable to its jurisdiction.

Uptime Target. ValueChaser targets a monthly Platform availability of 99%, measured excluding scheduled maintenance windows notified in advance.

Scheduled Maintenance. ValueChaser will provide at least 24 hours' advance notice of scheduled maintenance expected to affect Platform availability for more than 30 minutes.

Remedy. If monthly availability falls below 95% due to causes within ValueChaser's reasonable control, Customer may request a pro-rata credit for the affected month. This is Customer's sole remedy for availability failures.

Data Security. ValueChaser maintains security standards as detailed at valuechaser.ai/security, including AES-256 encryption at rest, TLS 1.2+ in transit, SOC 2 Type II compliant infrastructure, and GDPR-aligned data handling. That page is incorporated into this Agreement by reference and updated as our security posture evolves.

Ownership. Customer retains all rights to its Customer Data. ValueChaser processes Customer Data solely to provide the Platform services.

Data Rights. Customer represents that it has the right to provide Customer Data for processing through the Platform, and that doing so complies with applicable law and its obligations to third parties.

No Model Training. ValueChaser will not use Customer Data to train general-purpose AI models or share Customer Data with third parties except as necessary to operate the Platform.

Security. ValueChaser maintains technical and organizational security measures as described at valuechaser.ai/security, incorporated by reference.

Data Retention & Deletion. Data retention and deletion practices are governed by the standards at valuechaser.ai/security. For active subscriptions, uploaded data is retained for 30 days to support reruns. Upon termination or written deletion request, Customer Data is deleted in accordance with those published standards and applicable law.

Personal Data. Customer will not upload personal data of individuals to the Platform unless it has a lawful basis to do so. If systematic personal data processing is required, the Parties will enter into a separate Data Processing Agreement prior to such processing.

ValueChaser IP. ValueChaser retains all rights, title, and interest in the Platform, including its software, AI models, prompts, workflows, templates, and methodologies. No rights are transferred to Customer except the limited access right granted in Section 2.

Customer IP. Customer retains all rights to its Customer Data and any pre-existing materials it provides.

Outputs. Reports and analyses generated by the Platform from Customer Data may be used by Customer for its internal business purposes. Customer may not sell, license, or distribute Outputs to third parties without ValueChaser's prior written consent.

Feedback. If Customer provides feedback on the Platform, ValueChaser may use such feedback in anonymized or aggregated form to improve the Platform without obligation or compensation.

Each Party will keep confidential any non-public information of the other Party that is designated as confidential or that reasonably should be understood to be confidential. Each Party will use the other's Confidential Information only to perform its obligations or exercise its rights under this Agreement, disclosing it only to those with a need to know under equivalent confidentiality obligations. This obligation does not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, provided prompt written notice is given where permitted.

ValueChaser Warranties. ValueChaser warrants that: (a) it has the right to enter into this Agreement and grant the rights herein; (b) the Platform will perform materially in accordance with its then-current documentation; and (c) it will use commercially reasonable efforts to maintain Platform availability in accordance with Section 5.

Output Disclaimer. Outputs are generated by AI models for informational and analytical purposes only. They may contain errors and require human validation. Outputs are not professional advice and should not be relied upon as the sole basis for material business decisions without independent verification.

Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY SET OUT ABOVE, THE PLATFORM IS PROVIDED "AS IS." VALUECHASER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Term. This Agreement commences on the provisioning date and continues for the Subscription Term specified in the Order, unless earlier terminated in accordance with this Section.

Break Clause. Either Party may terminate this Agreement at the end of any quarterly billing period by giving at least thirty (30) days' written notice before the start of the next quarter. The quarter already paid is non-refundable and access continues until its end. No further payment is due after the notice period expires.

Termination for Cause. Either Party may terminate immediately on written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of notice; or (b) becomes insolvent or has a receiver appointed.

Effect of Termination. On termination: (a) Platform access is disabled at the end of the current paid quarter; (b) each Party will return or destroy the other's Confidential Information on request; and (c) data handling follows Section 6.

Survival. Sections 6 (Customer Data), 7 (IP), 8 (Confidentiality), and 11 (Governing Law) survive termination.

Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. VALUECHASER'S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Exceptions. These limitations do not apply to: (a) Customer's payment obligations; (b) indemnification obligations; (c) breach of confidentiality; or (d) gross negligence or willful misconduct.

This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles. ValueChaser AI Labs, Inc. is incorporated in Delaware, which provides a well-established, business-friendly legal framework recognized internationally as providing predictable and efficient dispute resolution for commercial contracts.

Any dispute that cannot be resolved through good-faith negotiation within thirty (30) days shall be finally resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules. The arbitration shall be conducted in English, seated in Wilmington, Delaware (or conducted remotely by agreement). Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek urgent injunctive relief from a Delaware court to prevent irreparable harm, without prejudice to this arbitration clause.

Entire Agreement. This Agreement, together with the Order confirmed in the DocuSign envelope, constitutes the entire agreement between the Parties and supersedes all prior agreements.

Amendment. This Agreement may only be modified by a written amendment signed by authorized representatives of both Parties.

Assignment. Customer may not assign this Agreement without ValueChaser's prior written consent. ValueChaser may assign in connection with a merger or acquisition, provided Customer is notified promptly.

Severability. If any provision is held invalid, it will be modified to the minimum extent necessary to make it valid, and the remaining provisions continue in full force.

Waiver. Failure to enforce any provision will not constitute a waiver of that provision.

Notices. Notices to ValueChaser: contact@valuechaser.ai / 619 Alexander Road, Princeton, NJ 08540.

Force Majeure. Neither Party will be liable for delays caused by events beyond its reasonable control, including acts of God, government actions, cyberattacks on third-party infrastructure, or upstream AI provider outages. The affected Party will notify the other promptly and use commercially reasonable efforts to resume performance.

The fully executed Agreement will be delivered via DocuSign to both Parties following payment confirmation.