Terms of Service for Vanellus Technologies Ltd.

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Vanellus Technologies Ltd. software service, including any associated websites, networks, applications, and other services provided by Vanellus Technologies Ltd. (collectively, the "Service"). These Terms constitute a legally binding agreement between you and Vanellus Technologies Ltd. ("we," "us," or "our"). By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Definitions

"User," "you," and "your" refer to the individual or entity accessing or using the Service. "Subscription" refers to the purchased right to access and use the Service according to the selected plan. "Content" refers to any data, text, images, videos, audio, or other material that appears on or through the Service. "User Data" refers to any data, information, or material that you upload, input, or otherwise provide to the Service. "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark rights, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights.

3. Acceptance of Terms

By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are using our Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use our Service.

4. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting a prominent notice on our Service or by sending you an email. Your continued use of our Service after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Service.

5. Eligibility

To use our Service, you must be at least 18 years old or the age of legal majority in your jurisdiction, whichever is greater. By using our Service, you represent and warrant that you meet the eligibility requirements. If you are using the Service on behalf of an organization, you represent and warrant that the organization agrees to be bound by these Terms.

6. Service Description

The Vanellus Technologies Ltd. Service is a product that allows users to run conjugate heat transfer and other fluid dynamics simulations, including on cloud computing infrastructure via an Application Programming Interface "API". The specific features and functionality available to you will depend on the Subscription plan you select.

7. Fees and Subscription Terms

Access to our Service requires a paid fee or Subscription. Unless otherwise specified at the time of purchase:

• Fees may either be billed on a pay-as-you-go basis or via a monthly/annual subscription bundle.
• If applicable you authorize us to charge your payment method for Services used, or for the Subscription fee at the beginning of each billing period
• For those accessing the service via a Subscription model if you update your Subscription, we will immediately charge your payment method for the prorated difference in cost
• For those accessing the service via a Subscription model, if you downgrade your Subscription, the change will take effect at the start of the next billing period.

Prices for our Service are subject to change with notice. We will notify you of any price changes before they take effect. Your continued use of the Service after a price change takes effect constitutes your agreement to pay the changed amount.

You may end your use of the Service/cancel your Subscription at any time through your account settings or by contacting us. If you cancel, you may continue to use the Service until any pre-paid credits are exhausted/the end of your current billing period, whichever is applicable. You will not be eligible for a refund of any portion of any fees except as expressly provided in these Terms or as required by applicable law.

Account Delinquency

If payment cannot be charged to your payment method for any reason (such as expiration, insufficient funds, or otherwise), we will make reasonable attempts to notify you and retry the charge. If we are unable to charge your payment method after multiple attempts, we may suspend or terminate your access to the Services. You remain responsible for any uncollected amounts.

Tax and VAT

Subscription fees may not include applicable taxes such as sales tax, value-added tax (VAT), or goods and services tax (GST). Where required by law, we will collect and remit these taxes to the appropriate authorities. You are responsible for any taxes not collected by us that are applicable to your purchase.

8. Free Trials

We may offer free trials of our Service. Free trial eligibility is determined at our discretion and may be limited to new users or other qualifying customers. We reserve the right to modify or terminate free trials at any time without notice.

9. Service Availability and Support

We will make reasonable efforts to keep our Service operational 24 hours a day, 7 days a week. However, we do not guarantee continuous, uninterrupted access to our Service, and operation of our Service may be interfered with by numerous factors outside our control.

We reserve the right to suspend access to the Service, in whole or in part, for maintenance or upgrades or to address security concerns, with or without notice. We will use reasonable efforts to schedule planned downtime during off-peak hours.

We shall provide Maintenance and Support for the Services under a Paid Plan. "Support" covers our obligation to respond to reasonable support requests by troubleshooting issues and providing assistance. "Maintenance" covers our obligations related to error resolution, bug fixes and the provision of updates and upgrades. Customers should report any error by contacting us by email.

10. User Accounts

You must create an account to access the Service. You are responsible for:

• Providing accurate, current, and complete information
• Maintaining the confidentiality of your password and account
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate your account at our discretion if we believe you have violated these Terms or if we believe your account may pose a risk to our Service or other users.

11. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service for any illegal or unauthorized purpose
• Violate any applicable laws or regulations
• Infringe the rights of others, including intellectual property rights
• Attempt to breach any security or authentication measures
• Transmit any viruses, malware, or other harmful code
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Collect or harvest any information from the Service, including user accounts, user data, or content
• Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity
• Use automated scripts to collect information from or otherwise interact with the Service, except via the provided API
• Exceed the usage limitations or quotas associated with your Subscription plan

API Usage and Integration

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our API for the purpose of developing, testing, and supporting your integration with our Services, and for facilitating your use of our Services.

API Credentials and Security

To access our API, you may need to register for API credentials (such as API keys, tokens, or passwords). You agree to:

• Keep your API credentials secure and confidential
• Not share your API credentials with any third party without our prior written consent
• Implement reasonable security measures to protect your API credentials
• Notify us immediately of any breach or unauthorized use of your API credentials

You are responsible for all activities that occur under your API credentials.

Usage Restrictions and Rate Limits

Your use of our API is subject to the following restrictions:

• API calls may be subject to rate limits (requests per minute, hour, or day)
• Usage may be capped at certain volumes based on your service tier
• Certain API functionality may require additional permissions or separate agreement
• You may not use the API in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage

We reserve the right to enforce API rate limits, monitor API usage, and suspend or terminate API access for violations of these restrictions.

API Changes and Deprecation

We may modify, update, or discontinue any aspect of our API at any time. For material changes to the API, we will make reasonable efforts to provide advance notice. We may offer version support according to our API Lifecycle Policy, but we are not required to support previous versions of the API indefinitely.

Technical Documentation

We provide technical documentation for the use of our API. While we strive to keep documentation accurate and up-to-date, we do not warrant that the documentation will be error-free. Technical documentation is provided "as is" without warranty of any kind.

Third-Party Applications

If you develop applications for third parties that integrate with our API, you agree to:

• Provide clear attribution identifying the use of our Service in your application
• Ensure your end users comply with these Terms
• Not misrepresent your relationship with us or suggest that we endorse your application
• Comply with all applicable laws and regulations, including data protection laws

Monitoring and Analytics

We may monitor your use of the API for compliance with these Terms, security purposes, and to improve our Services. This monitoring may include the number of API calls, traffic patterns, and content of API requests and responses (consistent with our Privacy Policy).

12. User Data

You retain all ownership rights to your User Data. By uploading, inputting, or otherwise providing User Data to the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, store, modify, display, and distribute your User Data solely as necessary to provide the Service to you and your authorized users.

We will not access your User Data except:

• To provide the Service to you and your authorized users
• To prevent or address technical or security issues
• To respond to customer support requests
• As required by law
• As explicitly permitted in writing by you

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of your User Data. You represent and warrant that you have obtained all necessary rights, consents, and permissions to provide the User Data to us and to grant the rights granted herein.

13. Data Security and Privacy

We process personal data in accordance with the UK GDPR and Data Protection Act 2018. You have the right to access, rectify, erase, restrict processing, object to processing, and data portability. For details, see our Privacy Policy.

14. Intellectual Property

All content provided by Vanellus Technologies Ltd., including but not limited to the Service, website, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of Vanellus Technologies Ltd. or its content suppliers and is protected by international copyright, trademark, and other intellectual property laws. The compilation of all content on the Service is the exclusive property of Vanellus Technologies Ltd. and is protected by international copyright laws.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Vanellus Technologies Ltd.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes or personal use, as applicable, in accordance with these Terms. This license does not include the right to:

• Modify or copy the Service or any content therein
• Use the Service for any commercial purpose other than your organization's internal business purposes
• Transfer, sell, rent, lease, sublicense, or distribute the Service to any third party
• Reverse engineer, decompile, or disassemble the Service
• Remove or alter any copyright, trademark, or other proprietary notices contained in the Service

15. Feedback

We welcome feedback, comments, and suggestions for improvement of the Service ("Feedback"). You grant us a perpetual, irrevocable, non-exclusive, royalty-free, transferable, worldwide license to use, copy, modify, create derivative works based on, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or hereafter devised, without any attribution or compensation to you.

16. Third-Party Integrations

The Service may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. When you use third-party services, their terms and privacy policies govern your use of those services.

We do not endorse and are not responsible or liable for the behavior, features, or content of any third-party service or for any transaction you may enter into with the provider of such services.

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VANELLUS TECHNOLOGIES LTD. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

18. Limitation of Liability

Nothing in these Terms shall limit our liability for fraud, death, personal injury caused by our negligence, or any other liability that cannot be excluded or limited under UK law. Subject to this, our maximum aggregate liability for any single event (or a series of connected events) shall not exceed the amount paid by you to in the previous 12 months.

19. Indemnification

You agree to indemnify, defend, and hold harmless Vanellus Technologies Ltd., its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your violation of these Terms, your User Data, or your use of the Service. Vanellus Technologies Ltd. reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Vanellus Technologies Ltd. in asserting any available defenses.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. This does not affect your rights as a consumer according to the laws of your country of residence.

21. Dispute Resolution

If a dispute arises, we will attempt to resolve it amicably. Any legal proceedings shall be brought in the courts of England and Wales, although consumers may bring proceedings in their country of residence.

22. Entire Agreement

These Terms, including our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Vanellus Technologies Ltd. regarding your use of our Service and supersede any prior agreements between you and Vanellus Technologies Ltd. relating to your use of our Service.

23. Waiver and Severability

The failure of Vanellus Technologies Ltd. to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

24. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Vanellus Technologies Ltd., but may be assigned by Vanellus Technologies Ltd. without restriction.

25. Termination

We reserve the right to suspend or terminate your access to our Service at our sole discretion, with or without notice, for conduct that we believe violates these Terms or is harmful to other users of our Service, us, or third parties, or for any other reason. Upon termination:

• Your license to use the Service will immediately cease
• You will lose access to any User Data stored in the Service, unless otherwise specified in your Subscription plan
• We may, but are not obligated to, delete your User Data after a certain period of time

If you wish to terminate your account, you may do so by following the instructions on the Service or by contacting us at laurence@vanellus.tech.

26. Survival

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

27. Export Controls

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control. You warrant that you are not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.

28. U.S. Government Users

If you are a U.S. government user, the Service is provided as "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202.

29. Force Majeure

Vanellus Technologies Ltd. shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or disease.

30. No Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights on any person or entity.

31. Contact Information

If you have any questions about these Terms, please contact us at:

Last Updated: 2026-06-22

Regulatory Compliance

General Data Protection Regulation (GDPR) Compliance

The following provisions apply to users protected by European Union regulations:

Data Collection Under GDPR

In compliance with the General Data Protection Regulation (GDPR), we collect and process your personal data only when we have a lawful basis to do so. This includes processing based on your consent, to fulfill a contract with you, to comply with a legal obligation, to protect your vital interests, to perform a task in the public interest, or for our legitimate interests where those don't override your fundamental rights and freedoms.

We collect only the minimum data necessary for the purposes specified in this policy. When we request your consent to process your data, you have the right to withdraw that consent at any time.

Data Processing Under GDPR

We process personal data in accordance with the principles outlined in the GDPR:

• Lawfulness, fairness, and transparency: We process data lawfully, fairly, and in a transparent manner.
• Purpose limitation: We collect data for specified, explicit, and legitimate purposes and do not process it in a manner incompatible with those purposes.
• Data minimization: We limit data collection to what is necessary for the purposes for which it is processed.
• Accuracy: We take reasonable steps to ensure personal data is accurate and kept up to date.
• Storage limitation: We keep data in a form that permits identification only as long as necessary for the purposes of processing.
• Integrity and confidentiality: We process data in a manner that ensures appropriate security, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

We maintain records of our data processing activities and conduct data protection impact assessments where required by law.

Your Rights Under GDPR

If you are located in the European Economic Area (EEA), you have the following rights with respect to your personal data:

• Right to access: You can request a copy of the personal data we hold about you.
• Right to rectification: You can request that we correct inaccurate or incomplete data about you.
• Right to erasure: You can request that we delete your personal data in certain circumstances.
• Right to restrict processing: You can request that we restrict the processing of your data in certain circumstances.
• Right to data portability: You can request to receive your data in a structured, commonly used, and machine-readable format.
• Right to object: You can object to our processing of your personal data in certain circumstances.
• Rights related to automated decision-making: You can request human intervention in automated decisions that significantly affect you.

To exercise these rights, please contact us at laurence@vanellus.tech. We will respond to your request within 30 days.

International Data Transfers

If we transfer your personal data outside the European Economic Area (EEA), we will ensure that appropriate safeguards are in place to protect your data, such as:

• Transferring to countries deemed by the European Commission to provide adequate protection
• Using Standard Contractual Clauses approved by the European Commission
• Adopting Binding Corporate Rules for transfers within our corporate group
• Where applicable, relying on derogations for specific situations such as your explicit consent or the necessity to perform a contract with you

You have the right to obtain information about the safeguards we use to transfer your personal data outside the EEA by contacting us at laurence@vanellus.tech.

California Consumer Privacy Act (CCPA) Compliance

The following provisions apply to users protected by California, United States regulations:

Information Collection Notice for California Residents

Under the California Consumer Privacy Act (CCPA), we are required to inform California residents about the categories of personal information we collect and the purposes for which we use this information.

In the past 12 months, we may have collected the following categories of personal information:

• Identifiers (such as name, email address, IP address)
• Commercial information (such as products purchased or considered)
• Internet or other electronic network activity (such as browsing history)
• Geolocation data
• Inferences drawn from other personal information

We use this information for the business and commercial purposes described in our Privacy Policy.

California Privacy Rights

If you are a California resident, you have the following rights under the CCPA:

• Right to know: You can request information about the personal information we have collected about you and how we have used and disclosed it.
• Right to delete: You can request the deletion of your personal information, subject to certain exceptions.
• Right to opt-out: You can opt out of the sale of your personal information, if applicable.
• Right to non-discrimination: We will not discriminate against you for exercising any of your CCPA rights.

To exercise your rights, you can submit a verifiable consumer request by contacting us at laurence@vanellus.tech or through the methods described in our Privacy Policy. You may make a request up to twice within a 12-month period. We will respond to your request within 45 days, with a possible extension of up to 45 additional days when reasonably necessary.

California Do Not Sell My Personal Information

Under the CCPA, California residents have the right to opt-out of the sale of their personal information. We do not sell personal information as defined by the CCPA.

Lei Geral de Proteção de Dados (LGPD) Compliance

The following provisions apply to users protected by Brazil regulations:

Legal Basis for Processing Under LGPD

In accordance with the Brazilian General Data Protection Law (LGPD), we only process your personal data when we have a legal basis to do so. These legal bases include:

• With your consent
• To fulfill a contract with you or to take steps at your request before entering into a contract
• To comply with a legal or regulatory obligation
• For the regular exercise of rights in judicial, administrative, or arbitration proceedings
• For our legitimate interests, provided these interests do not override your fundamental rights and freedoms
• To protect credit (in accordance with applicable legislation)
• For the protection of your life or physical safety, or the life or physical safety of a third party
• For health procedures, when processing is performed by health professionals or health entities
• To perform public policy studies and research
• For the regular exercise of rights in contracts or judicial, administrative, or arbitration proceedings

Your Rights Under LGPD

If you are located in Brazil, the LGPD provides you with specific rights regarding your personal data. You have the right to:

• Confirmation of the existence of processing of your personal data
• Access to your personal data
• Correction of incomplete, inaccurate, or outdated data
• Anonymization, blocking, or deletion of unnecessary or excessive data
• Portability of your data to another service provider
• Deletion of personal data processed with your consent
• Information about public and private entities with which we have shared your data
• Information about the possibility of not providing consent and the consequences
• Revocation of consent

To exercise any of these rights, please contact our Data Protection Officer at the contact information provided below. We will respond to your request within 15 days.

Data Protection Officer (DPO)

In compliance with the LGPD, we have appointed a Data Protection Officer (DPO) who can be contacted regarding any questions or concerns about our personal data processing practices:

Our DPO is responsible for ensuring our compliance with the LGPD and will respond to your inquiries regarding your personal data.

Personal Information Protection and Electronic Documents Act (PIPEDA) Compliance

The following provisions apply to users protected by Canada regulations:

Consent Under PIPEDA

In accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA), we obtain your consent when we collect, use, or disclose your personal information. The form of consent may vary depending on the circumstances and the type of information collected. Express consent is generally obtained when the information is likely to be considered sensitive, while implied consent may be appropriate when the information is less sensitive.

You may withdraw your consent at any time, subject to legal or contractual restrictions and reasonable notice. However, please note that withdrawing your consent may affect our ability to provide you with certain products or services.

Canadian Privacy Rights

Under PIPEDA, you have the right to:

• Access your personal information held by us
• Challenge the accuracy and completeness of your personal information
• Have your personal information amended where inaccurate or incomplete
• Withdraw your consent to the continued use and disclosure of your personal information

To exercise these rights, please contact our Privacy Officer at laurence@vanellus.tech. We will respond to your request within 30 days, unless an extension is warranted.

Cross-Border Data Transfers

Your personal information may be stored and processed in Canada or other countries where we or our service providers maintain facilities. By using our services, you consent to the transfer of information to countries outside your country of residence, which may have different data protection rules than in your country.

When we transfer your personal information to other countries, we will protect that information as described in this Privacy Policy and in accordance with applicable law. We take steps to ensure that third parties involved in processing your data maintain appropriate data protection safeguards.

Protection of Personal Information Act (POPIA) Compliance

The following provisions apply to users protected by South Africa regulations:

Processing Principles Under POPIA

In compliance with the Protection of Personal Information Act (POPIA), we process your personal information in accordance with the following principles:

• Accountability: We are responsible for ensuring compliance with POPIA principles
• Processing limitation: We process your information lawfully and minimally
• Purpose specification: We collect information for specific, explicitly defined purposes
• Further processing limitation: We only use your information for purposes compatible with those for which it was collected
• Information quality: We take reasonable steps to ensure your information is complete, accurate, and not misleading
• Openness: We maintain documentation about our processing activities and notify you when collecting your information
• Security safeguards: We secure the integrity and confidentiality of your information
• Data subject participation: We facilitate your right to access and correct your information

We only process your personal information if we have a lawful basis, including your consent, contractual necessity, legal obligation, or our legitimate interests.

Your Rights Under POPIA

As a data subject under POPIA, you have the right to:

• Request confirmation of whether we hold your personal information
• Request access to your personal information
• Request correction or deletion of inaccurate, irrelevant, excessive, outdated, incomplete, misleading, or unlawfully obtained personal information
• Object to the processing of your personal information in certain circumstances
• Object to the processing of your personal information for direct marketing purposes
• Not be subject to a decision based solely on automated processing
• Submit a complaint to the Information Regulator
• Institute civil proceedings regarding alleged interference with your personal information

To exercise these rights, please contact our Information Officer using the details provided below.

Information Officer

In accordance with POPIA, we have appointed an Information Officer who is responsible for ensuring our compliance with the Act:

You may contact our Information Officer with any inquiries related to the processing of your personal information or to exercise your rights under POPIA.

Australian Privacy Principles (APPs) Compliance

The following provisions apply to users protected by Australia regulations:

Australian Privacy Principles Compliance

We comply with the Australian Privacy Principles (APPs) contained in the Privacy Act 1988 (Cth). The APPs govern how we collect, use, disclose, store, and provide access to your personal information. We are committed to:

• Being open and transparent about how we manage your personal information
• Only collecting personal information that is reasonably necessary for our functions or activities
• Notifying you about the collection of your personal information
• Only using or disclosing your personal information for the purpose for which it was collected, or for a related purpose you would reasonably expect
• Taking reasonable steps to protect your personal information from misuse, interference, loss, and unauthorized access, modification, or disclosure
• Providing you with access to your personal information upon request
• Correcting inaccurate, out-of-date, incomplete, irrelevant, or misleading personal information

For more detailed information about how we handle your personal information, please refer to our Privacy Policy.

Your Privacy Rights in Australia

Under the Privacy Act and the APPs, you have the right to:

• Request access to the personal information we hold about you
• Request correction of any personal information that is inaccurate, out-of-date, incomplete, irrelevant, or misleading
• Make a complaint about a breach of the APPs
• Opt out of receiving direct marketing communications from us
• Request information about our privacy practices and handling of your personal information

To exercise these rights, please contact our Privacy Officer at laurence@vanellus.tech. We will respond to your request within a reasonable timeframe (usually within 30 days).

Disclosure to Overseas Recipients

We may disclose your personal information to overseas recipients, such as service providers or affiliated entities located outside Australia. When we do so, we take reasonable steps to ensure that the overseas recipient does not breach the APPs in relation to your personal information.

The countries where overseas recipients may be located include the United Kingdom and United States. By providing your personal information, you consent to this disclosure.

If a third-party overseas recipient handles your personal information in a way that breaches the APPs, we may be accountable under the Privacy Act, and you may not be able to seek redress under the Privacy Act against the overseas recipient.

Additional Terms

Data Processing Terms

Scope and Roles

These Data Processing Terms apply when we process personal data on your behalf in the course of providing our Services. For the purpose of these terms, you are the "Data Controller" and we are the "Data Processor" as those terms are defined in applicable data protection laws.

These terms supplement our Terms of Service and form a Data Processing Agreement ("DPA") between you and us. In case of any conflict between these Data Processing Terms and the rest of our Terms of Service, these Data Processing Terms shall prevail with respect to the processing of personal data.

Processing Obligations

We will:

• Process personal data only on your documented instructions, including with regard to transfers of personal data to a third country or international organization
• Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
• Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing
• Assist you, taking into account the nature of processing, in responding to requests from data subjects
• Assist you in ensuring compliance with security, breach notification, impact assessment, and consultation obligations under applicable data protection laws
• At your choice, delete or return all personal data to you after the end of the provision of services relating to processing
• Make available to you all information necessary to demonstrate compliance with these obligations and contribute to audits, including inspections, conducted by you or an auditor mandated by you

Subprocessors

You provide general authorization for us to engage subprocessors to process personal data on your behalf. These subprocessors include, but are not limited to

• Stripe (https://stripe.com/): data used for payment processing
• PropelAuth (https://www.propelauth.com/): data used for user authentication

Please check these Terms for addition or replacement of subprocessors. If you object to a subprocessor, we will make reasonable efforts to resolve your objection or provide an alternative solution. If we cannot resolve the issue, you may terminate the affected Services.

We will impose data protection terms on all subprocessors to provide at least the same level of data protection required by these Data Processing Terms.

Data Transfers

We will only transfer personal data to countries outside the European Economic Area (EEA) or other protected jurisdictions where appropriate safeguards are in place. These safeguards may include:

• Adequacy decisions by relevant authorities
• Standard contractual clauses approved by relevant authorities
• Binding corporate rules
• Other valid transfer mechanisms

Data Breach Notification

We will notify you without undue delay after becoming aware of a personal data breach affecting the personal data we process on your behalf. Our notification will include, to the extent possible:

• The nature of the breach
• The categories and approximate number of data subjects concerned
• The categories and approximate number of personal data records concerned
• The likely consequences of the breach
• The measures taken or proposed to address the breach and mitigate possible adverse effects

Records of Processing

We will maintain records of our processing activities as required by applicable data protection laws. Upon your reasonable request, we will make these records available to you to demonstrate our compliance with these Data Processing Terms.

Dispute Resolution and Arbitration

Informal Dispute Resolution

Before filing a claim against us, you agree to attempt to resolve the dispute informally by contacting us at laurence@vanellus.tech. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within 30 days after submission, you or we may initiate formal proceedings.

Agreement to Arbitrate

You and we agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You acknowledge and agree that you are waiving the right to sue in court, have a jury trial, or participate in a class action. This arbitration agreement is governed by the Federal Arbitration Act and shall survive the termination of these Terms.

Exceptions to Arbitration

Notwithstanding the foregoing, the following shall not be subject to arbitration: (1) small claims court cases that qualify; (2) disputes related to intellectual property (like patents, trademarks, and copyright); (3) disputes related to or arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; and (4) any claim for injunctive relief.

Arbitration Fees

Payment of all filing, administration, and arbitrator fees will be governed by the arbitration provider's rules. If the arbitrator finds that your claim is non-frivolous, we will pay all filing, administration, and arbitrator fees associated with the arbitration, regardless of who initiated the proceeding.

Class Action Waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Opt-Out Procedure

You have the right to opt out of this arbitration agreement within 30 days of the date you first agreed to these Terms by sending a signed letter stating your decision to Unit 6, The Courtyard, Sturton Street, Cambridge, CB1 2SN, UK. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply to you.

Severability

If any part of this arbitration agreement is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this arbitration agreement shall be unenforceable in its entirety.

Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this arbitration agreement (except a change to the notice address), you may reject any such change by sending us written notice within 30 days of the change.

Intellectual Property Rights

Our Intellectual Property

The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Vanellus Technologies Ltd. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Vanellus Technologies Ltd.

Your License to Use Our Content

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your personal or internal business purposes. This license does not include any resale or commercial use of the Service or its contents apart from that permitted by the API agreement; any collection and use of any product listings, descriptions, or prices; any derivative use of the Service or its contents apart from that permitted by the API agreement; or any use of data mining, robots, or similar data gathering and extraction tools.

Third-Party Intellectual Property

The Service may display content that belongs to third parties. You may not use this third-party content without the permission of these third parties, and your use of third-party content may be subject to additional terms and conditions. We are not responsible for examining or evaluating the content or accuracy of any third-party content, and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

Copyright Complaints

If you believe that any material available on or through the Service infringes upon your copyright, please notify us in accordance with our Copyright Policy, which is incorporated by reference into these Terms. We will respond to notices of alleged copyright infringement that comply with applicable law. We reserve the right to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that allegedly infringes any copyright.

DMCA Compliance

If you are a copyright owner or an agent thereof and believe that any content on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an e-mail address
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

Our designated contact to receive notifications of claimed infringement is: