Master Subscription Agreement

Subject to the terms of this Agreement, Veliu will make available to Customer Veliu’s software-as-a-service platform and related services, which make a brand’s product catalog readable and transactable by AI agents. The platform is organized into modules, each made available as identified in the applicable Order:

• Visibility: a SKU-level assessment of how external AI shopping agents read the Customer’s catalog, read from the outside, including a transactional test per SKU, a frozen day-zero baseline, a competitor benchmark, and recurring reporting.
• Autofix: write-back of enriched catalog data into the Customer’s own systems, plus Veliu gateway endpoints (delegation manifest, MCP server, feeds, and agent-readable pages) that make the catalog transactable for agents.
• Brand Agent: a generative experience for human visitors, composed only from the Customer’s own approved components.

Each module is individually a “Service” and, collectively, the “Services”. Module-specific or additional terms, where applicable, are set out in the applicable Order. Use of the Services may be subject to limitations described in the applicable Order (for example, number of variants, answer engines, competitors, or seats).

The promise and its limits. Veliu makes the Customer’s catalog readable and buyable by AI agents, measurably, with no promise as to traffic, sales, rankings, or recommendations by any AI platform. Checkout always remains on the Customer’s own rails; the Customer is the merchant of record for every transaction; Veliu does not enter the payment chain. The Services operate on top of third-party AI platforms that Veliu does not control and that change over time.

2.1 Ordering; Agreement.

Subscriptions are purchased pursuant to the Order. The Order identifies the modules subscribed to and any applicable limits and the term.

2.2 Access grant.

During the Term, subject to Customer’s compliance with this Agreement, Customer may access and use the Services for Customer’s internal business purposes in accordance with the documentation, this Agreement, and any limits in the Order. This includes the right to use the reports, assessments, insights, and other outputs generated through the Services (“Service Content”) for Customer’s internal business purposes.

2.3 Users.

“User” means an employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf using the login credentials designated by Veliu. Customer will not exceed the maximum number of Users in the Order, will not make the Services available to anyone other than Users, is responsible for its Users’ compliance with this Agreement, and will keep credentials confidential. Customer will promptly notify Veliu of any compromise of credentials.

2.4 Restrictions.

Customer will not (and will not permit anyone else to): (a) provide access to, distribute, sell, or sublicense the Services or Service Content to a third party (other than Users and except as expressly permitted in the applicable Order, including for authorized agency or reseller arrangements); (b) use the Services to build a competing product or service; (c) reverse engineer or seek to access source code or non-public APIs, except where applicable law does not permit such a restriction; (d) modify or create derivative works of the Services or copy any element of them; (e) remove proprietary notices; (f) publish benchmarks or performance information about the Services; (g) interfere with operation, circumvent access restrictions, or conduct security or vulnerability testing without authorization; (h) transmit malicious code; or (i) use the Services in violation of applicable law.

During the Term, Veliu will use commercially reasonable efforts to make the Services available and to provide support. Any committed service levels, if offered, will be set out in a Service Level Agreement referenced in the Order.

4.1 Retention of rights.

Neither Party grants the other any rights except as expressly set out. Customer retains all rights in Customer Data; Veliu and its licensors retain all rights in the Services, Service Content, and the Veliu Technology.

4.2 Customer Data.

“Customer Data” means materials that Customer or its Users input or make available to Veliu, including catalog data and queries submitted through the Services. Customer grants Veliu a non-exclusive, worldwide, royalty-free, non-sublicensable (except to contractors and service providers), non-transferable (except under Section 18.1) right to access and use Customer Data to (a) provide the Services and (b) derive and generate Telemetry.

4.3 Catalog write-back (Autofix).

Where Customer subscribes to Autofix, Veliu writes enriched data into the Customer’s own systems and provisions gateway endpoints. The following principles apply:

• Portability by design. Standard, non-proprietary structures written into the Customer’s own store (for example standard taxonomy categories, standard category attributes, product identifiers such as GTIN, and standard public feed namespaces) remain with the Customer and persist independently of the Services.
• App-lifecycle enrichment. Veliu-specific enrichment placed in a Veliu-reserved namespace follows the lifecycle of the Veliu application and ceases to be available if the application is uninstalled.
• Gateway endpoints. Endpoints hosted on Veliu infrastructure (manifest, MCP server, feeds, agent-readable pages) answer from Veliu’s systems; the Customer’s domain carries pointers only, so deactivation on termination operates on Veliu’s side.
• Checkout. Checkout is always handed off to the Customer’s rails; the Customer is the merchant of record; Veliu does not enter the payment chain.

4.4 Telemetry.

“Telemetry” means information, technical logs, data, metrics, and learnings generated or derived from, or related to, the operation and Customer’s and Users’ use of the Services and/or Customer Data, which information does not identify Users, Customer, or any natural person as the source thereof. As between the Parties, Veliu owns Telemetry. Telemetry includes, without limitation, signals captured at the Veliu gateway and MCP server about how AI agents interact with the catalog (for example which agent class made a request, which SKU was retrieved, and the query arguments an agent submitted), in each case in non-identifying form.

4.5 Data Processing Agreement.

To the extent Veliu processes Customer Data that is personal data under applicable Data Protection Law in providing the Services, the Parties will comply with the Veliu Data Processing Agreement at https://veliu.com/legal/data-processing-agreement, incorporated into this Agreement by reference.

Customer is responsible for its Customer Data, including its content and accuracy, and will comply with applicable law when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and obtained all rights, consents, and permissions necessary for Veliu to access and use Customer Data and exercise the rights granted in this Agreement without violating law, third-party rights, or terms that apply to the Customer Data. Where Autofix writes into systems operated by a third-party platform on the Customer’s behalf, Customer is responsible for having the necessary rights and authorizations on that platform.

Veliu may suspend access if: (a) Customer breaches Section 2.4 or Section 5; (b) Customer’s account is 30 days or more overdue; (c) a change in law requires suspension; or (d) Customer’s actions risk harm to other customers or to the security, availability, or integrity of the Services. Where practicable, Veliu will give prior notice (email sufficing).

The Services support integration with third-party platforms not provided by Veliu (for example the Customer’s e-commerce platform, and AI platforms and protocols). Use of any third-party platform is subject to the Customer’s agreement with that provider, not this Agreement. Veliu does not control and has no liability for third-party platforms. By enabling a third-party platform to interact with the Services, Customer authorizes Veliu to access and exchange Customer Data with that platform on Customer’s behalf, and where an integration requires Customer’s credentials, Customer represents it has the right to provide them and authorizes Veliu to use them for that purpose.

8.1 Fees.

Customer will pay the fees in each Order. Fees are in the currency stated in the Order (USD for US customers, EUR for EU customers); where a currency conversion applies, it is handled at the current rate by Stripe at the time the transaction is processed. Fees are invoiced as described in the Order, due within 30 days of the invoice date unless the Order says otherwise. Renewal fees are at Veliu’s then-current rates. Fees are non-refundable except as set out in Section 13.

8.2 Taxes.

Customer is responsible for all sales, use, VAT, GST, withholding, or similar taxes, other than taxes on Veliu’s income. Fees are exclusive of taxes.

9.1 Mutual warranties.

Each Party warrants that it is duly organized and in good standing, has authority to enter into this Agreement, and will comply with laws applicable to its performance.

9.2 Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, THE SERVICES, SERVICE CONTENT, AND ALL SUPPORT ARE PROVIDED “AS IS”. VELIU MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VELIU DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE. Without limiting the foregoing, Customer acknowledges that: (a) the Services and Service Content are not professional advice; (b) they may include inaccurate or erroneous information, including because they operate on top of third-party AI platforms; (c) Customer is responsible for independently evaluating the Service Content; (d) because AI platforms change, Veliu does not guarantee the Services will support or be compatible with any specific AI platform; and (e) Veliu makes no promise as to traffic, sales, rankings, or recommendations by any AI platform.

10.1 Term.

This Agreement begins on the effective date of the first Order and continues until no Order has been in effect for 90 days, unless terminated earlier. Each Order continues for its initial term and renews for successive renewal terms unless either Party gives notice of non-renewal at least 30 days before the next renewal term.

10.2 Termination.

Either Party may terminate immediately on written notice if the other: (a) fails to cure a material breach within 30 days after notice; (b) ceases operation without a successor; or (c) becomes subject to an insolvency proceeding not dismissed within 60 days.

10.3 Effect.

On termination, Customer’s access ceases. Veliu will return or delete Customer Data and Customer Confidential Information, except copies (a) permitted under this Agreement, (b) required by law, or (c) in standard backups. Deactivation of gateway pointers operates on Veliu’s side per Section 4.3.

10.4 Survival.

Sections 2.4, 4, 5, 8, 9.2, 10.3, 10.4, 11, 12, 13, 14, 15, 16, 17, and 18 survive.

If Customer provides feedback about the Services, Veliu may use and exploit it without restriction.

12.1 Consequential damages waiver.

EXCEPT FOR LIABILITY ARISING FROM EXCLUDED CLAIMS, NEITHER PARTY WILL HAVE LIABILITY FOR LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY.

12.2 Liability cap.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S ENTIRE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO VELIU IN THE 12 MONTHS BEFORE THE CLAIM AROSE.

12.3 Excluded claims.

“Excluded Claims” means (a) breach of Section 14 (Confidentiality) (excluding claims relating to Customer Data) and (b) the Parties’ indemnification obligations under Section 13. Nothing in this Agreement excludes liability that cannot be excluded under applicable law (including for death or personal injury caused by negligence, or for fraud).

12.4 Nature of claims.

The limitations apply regardless of the form of action and survive even if a limited remedy fails of its essential purpose.

13.1 By Veliu.

Veliu will defend and indemnify Customer against third-party claims alleging that the Services, used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will pay damages finally awarded (or amounts in settlement Veliu approves).

13.2 By Customer.

Customer will defend and indemnify Veliu against third-party claims to the extent arising from Customer’s breach of Section 5 or from Customer’s business practices or use of Service Content.

13.3 Procedure.

The indemnified Party will promptly notify the indemnifying Party, give reasonable cooperation, and allow the indemnifying Party to control the defense and settlement (provided no settlement imposes a non-monetary obligation on the indemnified Party without consent).

13.4 Mitigation.

If the Services are or may become subject to an IP claim, Veliu may at its option procure the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Services and refund any prepaid, unused fees.

13.5 Exceptions.

Veliu has no obligation for claims arising from modification of the Services by anyone other than Veliu, combination of the Services with items not provided by Veliu, use not in accordance with this Agreement, or trial/beta features.

13.6 Exclusive remedy.

This Section 13 states each Party’s entire liability and exclusive remedy for third-party IP claims.

Each Party protects the other’s Confidential Information, uses it only to perform under this Agreement, and may disclose it only to representatives bound by confidentiality. Veliu’s Confidential Information includes the terms of this Agreement and the Services; Customer’s includes Customer Data. The obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient, is received from a third party without restriction, or is independently developed. Each Party may seek equitable relief for breach.

Either Party may disclose Confidential Information if required by law, subpoena, or court order, giving advance notice where legally permitted so the other Party may seek protective treatment.

Free, trial, alpha, beta, or early-access use is permitted for internal evaluation for the designated period (or 30 days if none). These are provided without warranty, indemnity, or support, and each Party’s total liability in connection with trials and betas will not exceed €50 (or US$50 for US-currency Orders). This covers the free catalog report and the market-test phase.

Veliu may include Customer and its trademarks in customer lists and promotional materials, ceasing on Customer’s written request.

18.1 Assignment.

Neither Party may assign without consent, except in connection with a merger or transfer of all or substantially all assets.

18.2 Governing law; jurisdiction.

This Agreement is governed by the laws of Ireland, without regard to conflicts-of-laws rules. The courts of Ireland have exclusive jurisdiction over disputes relating to this Agreement, and both Parties submit to that jurisdiction.

18.3 Notices.

Written notice to Veliu at 31-36 Ormond Quay Upper, Suite 4.01 Ormond Building, D07 F6DC, Dublin 7, Ireland (admin@veliu.com) and to Customer at the Order address; deemed given on the usual terms (personal delivery, registered mail, overnight courier, or email confirmation). Veliu may send operational notices by email or through the Services.

18.4 Additional terms.

Any additional packages or services that Customer wishes to subscribe to, whether as ad hoc bundles or in addition to its existing plans, will be governed by a separate additional Order. Such Orders form part of this Agreement and are subject to it.

18.5 Entire agreement.

This Agreement, including the Order (and any additional Order), the DPA, and referenced attachments, is the entire agreement and supersedes prior agreements on the subject matter.

18.6 Amendments.

Amendments must be in writing and signed, or agreed through electronic means provided by Veliu. Customer purchase orders and business forms have no legal effect and are rejected. Veliu may notify updates to this Agreement, effective at the start of the first renewal term occurring at least 60 days after notice.

18.7 Waiver and severability.

Failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect.

18.8 Force majeure.

Neither Party is liable for delay or failure due to causes beyond its reasonable control.

18.9 Subcontractors.

Veliu may use subcontractors and remains responsible for their performance. Subprocessors that process personal data are listed in the DPA.

18.10 Independent contractors.

The Parties are independent contractors; this Agreement creates no partnership, agency, or employment relationship.

18.11 Order of precedence.

Conflicts are resolved in this descending order: (a) the Order (including any additional Order); (b) this Agreement; (c) the DPA (except that the DPA controls for matters of personal-data processing).