Services 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 Term for Customer's business purposes, including work performed for Customer's own clients and portfolio companies.

All Products Included. Customer's agreement provides access to all products currently available on the Platform and all new products, modules and features released during the Term at no additional charge. ValueChaser will notify Customer of new product launches by email.

Authorized Users. Ten (10) Authorized Users are included. Customer is responsible for all activity by its Authorized Users and must ensure they comply with this Agreement. Credentials are non-transferable. Additional users may be added on request and may be subject to an additional fee agreed in writing.

Provisioning. ValueChaser will provision Customer's dedicated tenant within two (2) business days of the date of last signature. 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 itself without ValueChaser's prior written consent; (c) operate the Platform as a service bureau for parties other than Customer's own clients and portfolio companies; or (d) upload unlawful, harmful, or third-party-restricted data.

Pay As You Go. Customer is charged per Report Unit at the rate specified in the Order. There is no minimum commitment and no limit on data volume per submission. Report Units are counted when a submission completes and are invoiced monthly in arrears.

Monthly Unlimited. Customer may generate an unlimited number of Report Units across all Platform products during the Term for the Monthly Fee, subject to Fair Use below.

Fair Use (Monthly Unlimited). Unlimited use is intended for Customer's own business, clients and portfolio companies. ValueChaser may, acting reasonably and after written notice, discuss usage with Customer where usage materially exceeds what is reasonable for an organization of Customer's size and scope, or where the Platform is being used for parties outside the scope of Section 2. ValueChaser will not suspend or throttle access under this clause without first giving Customer thirty (30) days' written notice and an opportunity to adjust.

Supported Service. Under either Agreement Type, Customer may at its option supply data to ValueChaser and have ValueChaser's team prepare, quality check, run and publish the resulting Report Unit in Customer's portal. Supported Service is provided at no additional charge. Supported runs are handled on a single queue in the order received and are targeted for delivery within 24 hours (business days) of the data passing ValueChaser's quality check. Where data does not pass the quality check, ValueChaser will tell Customer what is missing so it can be corrected and resubmitted. Under Pay As You Go, a supported run is charged as one Report Unit at the standard rate.

Usage Reporting. The Platform records each Report Unit as a credit transaction in Customer's portal. Under Monthly Unlimited these records are for usage visibility only and do not create any charge.

Rates. Rates in the Order are 2026 rates in US dollars. Agreements signed in 2026 keep their 2026 rates for the initial Term. For agreements signed on or after January 1, 2027, the Pay As You Go rate is USD 1,200 per Report Unit unless otherwise stated in the Order.

Invoicing. Under Pay As You Go, ValueChaser issues a consolidated invoice at the end of each month for Report Units completed in that month. Under Monthly Unlimited, the first Monthly Fee is invoiced on the date of last signature and each subsequent Monthly Fee on the same day of each following month.

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 against the next invoice 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 and Supported Service.

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, including its own clients and portfolio companies.

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. Uploaded Customer Data is retained for thirty (30) days after delivery to support reruns, and for three (3) days for failed submissions, then permanently deleted. Customer may request earlier deletion of any submission at any time by written notice, and ValueChaser will confirm deletion in writing. On termination, remaining Customer Data is deleted in accordance with the standards published at valuechaser.ai/security and applicable law.

Security Incident Notification. ValueChaser will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirming, any security incident that results in unauthorized access to Customer Data, and will provide the information reasonably needed for Customer to meet its own obligations.

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, taxonomies, playbooks, benchmarks, 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, models and datasets generated by the Platform from Customer Data ("Outputs") may be used by Customer for its own business purposes and in work performed for its own clients and portfolio companies, and Customer may modify Outputs and create derivative works from them for those purposes. Customer may not sell, license or distribute Outputs on a standalone basis, or represent Outputs as being produced by anyone other than Customer using the Platform, 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.

Pay As You Go. This Agreement commences on the date of last signature and continues until either Party gives at least thirty (30) days' written notice of termination. Report Units completed before the termination date are invoiced in the normal way.

Monthly Unlimited. This Agreement commences on the date of last signature and continues for an initial Term of twelve (12) months. It renews automatically for successive twelve (12) month terms at the then-current rates unless either Party gives at least thirty (30) days' written notice of non-renewal before the end of the current Term. The Monthly Fee is payable for every month of the Term; the Term may not be terminated early except for cause under this Section.

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 notice period or, for Monthly Unlimited, at the end of the Term; (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), 11 (Limitation of Liability) and 12 (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.