Master Services Agreement

How you accept these Terms. You accept this Master Services Agreement (the "Agreement") and are bound by it when, whichever happens first: (a) you click "Subscribe", "I Agree", or any similar button in Stripe Checkout or any other Veluna order flow; (b) you sign an order form referencing this Agreement; or (c) you access or use any part of the Service. If you do not agree, do not access or pay for the Service.

1. Parties

This Agreement is entered into between (i) Minas El Masri Inc., a corporation incorporated under the Business Corporations Act (Ontario), Ontario Corporation Number 002858701, doing business as "Veluna" and "Atlas Agents" (the "Company", "Veluna", "we", "us", "our"), and (ii) the business entity that subscribes to, orders, or otherwise accesses the Service (the "Customer", "you", "your"). The individual accepting this Agreement on behalf of the Customer represents and warrants that they have full legal authority to bind the Customer entity. The Service is offered to businesses only and is not intended for personal, family, or household use; Customer represents that it is acting in the course of trade or business and is not a "consumer" under any consumer-protection statute. Veluna may assign this Agreement, in whole or in part, to any affiliate, subsidiary, successor entity (including any U.S. entity formed for the purpose of contracting with U.S. customers), or acquirer, without Customer's consent, with notice to Customer.

2. The Service

"Service" means the Atlas Agents software-as-a-service platform and the associated agents, integrations, dashboards, telephony, SMS, email, chat, content generation, customer-service automation, lead enrichment, analytics, and related functionality made available by Veluna from time to time. Veluna may add, modify, deprecate, replace, or remove features at any time and reserves the right to determine, in its sole discretion, the agents, models, providers, and behaviors deployed in the Service. The Service is delivered in part through third-party platforms and providers (collectively, "Third-Party Services") whose own terms control as between the Customer and those providers.

3. Fees, Currency, Auto-Renewal, and Taxes

3.1 Currency. All fees are quoted and charged in U.S. dollars (USD) unless an order form expressly states otherwise.

3.2 Platform Fee. The platform fee is US$333 per calendar month, charged in advance (the "Platform Fee"). The Platform Fee is fixed for the duration of the subscription and will not increase except as set forth in Section 3.8.

3.3 Setup Fee. The setup fee is US$777, payable once at the start of the engagement (the "Setup Fee"). The Setup Fee is fully earned and non-refundable upon Veluna's commencement of any build, configuration, integration, training, or onboarding work on the Customer's behalf, which is deemed to occur no later than the first business day following the strategy call.

3.4 API Usage Pass-Through. The Service consumes paid third-party resources, including without limitation telephony minutes, short message service (SMS) and multimedia messaging service (MMS), voice synthesis, large-language-model inference tokens, lead enrichment, email delivery, and similar usage-priced services (collectively, "API Usage"). API Usage is billed monthly in arrears at Veluna's actual cost from the relevant Third-Party Service, as a separate line item, with no markup. Estimated usage bands quoted by Veluna are advisory only. Customer is solely responsible for all API Usage attributable to its account.

3.5 Usage Cap. Customer may request a monthly hard cap on API Usage in writing prior to subscribing or thereafter. Once the cap is reached, Veluna may throttle or suspend usage-driven features for the remainder of the billing cycle. Veluna will not be liable for any business impact arising from such throttling or suspension.

3.6 Auto-Renewal Disclosure (California, New York, Oregon, and similar U.S. state law). The Customer's subscription is a continuous, automatically renewing month-to-month subscription. Veluna will continue to charge Customer's payment method on file each month until Customer cancels in accordance with Section 4. By accepting this Agreement, Customer expressly authorizes recurring charges of the Platform Fee and the API Usage Pass-Through to its payment method on file. Customer may cancel as set forth in Section 4. Customer may review or update its payment method at any time by contacting Veluna at the notice address in Section 24.

3.7 Taxes; W-8 Status. All fees are exclusive of, and Customer is responsible for, all applicable U.S. federal, state, and local sales, use, excise, value-added, gross-receipts, communications-services, and similar taxes, levies, and duties, however designated, other than taxes imposed on Veluna's net income. Customer is responsible for self-assessing and remitting any state or local sales/use tax due in the Customer's jurisdiction in respect of the Service. Veluna is a non-U.S. person for U.S. federal tax purposes; Veluna will furnish a properly completed IRS Form W-8BEN (or successor form) on reasonable written request.

3.8 Price Changes. Veluna may change the Platform Fee on at least thirty (30) days' prior notice to Customer; the new fee applies to billing cycles commencing after the notice period. API Usage Pass-Through pricing reflects Customer's actual third-party cost and changes automatically when the underlying provider's pricing changes; such changes are not "price changes" by Veluna.

3.9 Payment Authorization; Failed Charges; Chargebacks. Customer authorizes Veluna and its payment processor (Stripe, Inc.) to store Customer's payment credentials and to charge them for all amounts owed. If a charge is declined, returned, or reversed for any reason other than Veluna's billing error, Veluna may immediately suspend the Service and may terminate the subscription if the failure is not cured within ten (10) calendar days. Customer agrees not to initiate, and waives any right to initiate, a chargeback, payment reversal, or dispute through its card issuer or bank for any amount validly owed under this Agreement; any such chargeback constitutes a material breach. Customer will reimburse Veluna for all chargeback fees, collection costs, and reasonable attorneys' fees incurred to collect amounts owed.

3.10 No Refunds. Except where required by mandatory applicable law that cannot be waived by contract, all fees paid under this Agreement are non-refundable, and no refunds, pro-rations, or credits will be issued for partial months, unused features, suspension of Customer's account for breach, dissatisfaction with the Service, downgrade, or early termination. The Setup Fee is non-refundable as provided in Section 3.3.

4. Term, Cancellation, Suspension, Termination

4.1 Term. The subscription begins on the date the first Platform Fee is successfully charged and continues on a month-to-month basis until terminated under this Section 4.

4.2 Cancellation by Customer. Customer may cancel for any reason or no reason on at least thirty (30) days' prior written notice to Veluna at the notice address in Section 24. The subscription will continue, and fees will continue to accrue, through the last day of the billing cycle in which that notice period expires. No partial-month proration applies.

4.3 Suspension and Termination by Veluna. Veluna may suspend or terminate the Service, in whole or in part, immediately and without refund if Customer (a) breaches this Agreement, (b) fails to pay any amount when due, (c) misuses the Service in violation of Section 6 or Section 7, (d) is the subject of an actual or threatened claim, regulatory action, or investigation that Veluna reasonably believes creates legal, regulatory, reputational, telephony-carrier-deliverability, or operational risk for Veluna, (e) becomes insolvent or files a bankruptcy or similar proceeding, or (f) Veluna decides in its sole discretion to discontinue the Service generally, in which case Veluna will provide at least thirty (30) days' prior notice and a pro-rata refund of any pre-paid Platform Fee for unused months only.

4.4 Effect of Termination. On termination: (i) all rights of Customer to access the Service cease; (ii) Customer must immediately stop all use of the Service; (iii) all unpaid amounts (including API Usage incurred through the effective date of termination) become immediately due and payable; (iv) Veluna may, after thirty (30) days, permanently delete Customer Content and is not obligated to retain Customer Content for longer than ninety (90) days following termination, after which Veluna may purge all Customer Content from its systems and any backups in the ordinary course; and (v) the provisions intended by their nature to survive will survive (including Sections 1, 3, 4.4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27).

5. Build Timeline; No Service-Level Agreement

5.1 Build. Veluna will use commercially reasonable efforts to deliver the initial build within seven (7) business days following receipt of the Setup Fee and all access credentials, brand assets, scripts, approvals, and other materials reasonably required by Veluna. Delays attributable to Customer or to any Third-Party Service extend this period day-for-day.

5.2 No SLA. The Service is provided without a formal uptime, latency, response-time, or remediation service-level agreement. Veluna will use commercially reasonable efforts to provide a reliable Service but does not warrant any specific level of availability.

5.3 Beta / Preview Features. Any feature designated as "beta", "preview", "experimental", "early access", or similar is provided strictly AS-IS, may be modified or withdrawn at any time, and is excluded from any indemnity or warranty Veluna otherwise provides.

6. Acceptable Use

Customer will not, and will not permit any user, employee, contractor, affiliate, customer, or third party to: (a) use the Service to send any unlawful, deceptive, harassing, threatening, defamatory, infringing, obscene, or otherwise harmful communication; (b) use the Service in violation of any applicable law, including, without limitation, the U.S. Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227 and its implementing regulations; the U.S. CAN-SPAM Act; the Federal Trade Commission Telemarketing Sales Rule (TSR), 16 C.F.R. Part 310; state telemarketing, autodialer, and prerecorded-message laws (including the Florida Telephone Solicitation Act and similar statutes in Washington, Oklahoma, Maryland, and other states); the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA); the Colorado Privacy Act, Virginia Consumer Data Protection Act, Connecticut Data Privacy Act, Utah Consumer Privacy Act, and similar U.S. state privacy laws; Canadian Anti-Spam Legislation (CASL), the Personal Information Protection and Electronic Documents Act (PIPEDA); the EU General Data Protection Regulation and the UK GDPR (where applicable); the National Do Not Call Registry and any state DNC list; the Health Insurance Portability and Accountability Act (HIPAA); the Gramm-Leach-Bliley Act; the Fair Credit Reporting Act (FCRA); the Children's Online Privacy Protection Act (COPPA); applicable trade-sanctions, anti-bribery (including the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act), and export-control laws; (c) probe, scan, penetration-test, reverse-engineer, decompile, or attempt to derive the source code, models, weights, or prompts of the Service; (d) use the Service to develop or train any competing artificial-intelligence model or service, or to scrape, index, or republish the Service's outputs in bulk; (e) resell, sublicense, white-label, time-share, or expose the Service to any third party not authorized in writing by Veluna; (f) introduce malicious code or interfere with the integrity, security, or performance of the Service or its underlying infrastructure; or (g) use the Service for any application involving emergency response, life support, medical diagnosis or treatment, autonomous safety-critical control, election or political activity, the regulated cannabis industry, adult content, firearms, gambling (other than where lawfully licensed), or other high-risk uses for which the Service is not designed or warranted.

7. Customer Compliance, Consent, and Telecommunications Obligations

7.1 Customer Sole Responsibility. Customer is solely responsible for obtaining, documenting, and maintaining all consents, opt-ins, opt-outs, disclosures, and authorizations required by law before any communication is initiated by, through, or on behalf of Customer using the Service. This includes, without limitation, prior express written consent for marketing calls or texts to wireless numbers under the TCPA, opt-in consent under CAN-SPAM and CASL, AI-disclosure obligations under emerging state laws, and call-recording disclosures under federal and state two-party-consent laws (e.g., California, Florida, Illinois, Pennsylvania, Washington, Massachusetts, Maryland, Connecticut, Montana, Nevada, New Hampshire, Vermont).

7.2 List Hygiene. Customer represents and warrants that every telephone number, email address, and contact record it provides to or processes through the Service was lawfully obtained from the data subject or with appropriate legal basis, has not been scrubbed against without Customer's knowledge of revocation, and may be lawfully contacted at the time of contact. Customer is responsible for scrubbing against the National Do Not Call Registry, internal DNC lists, the customer's own opt-out records, and state-required suppression lists at the legally required cadence.

7.3 Telecom Carrier Registrations. Customer is responsible for compliance with carrier registration regimes, including without limitation 10DLC brand and campaign registration with The Campaign Registry, toll-free SMS verification, short-code lease compliance, and any equivalent international or carrier-specific requirements. Veluna may, at Customer's expense and as Customer's agent, file or pass through such registrations using information Customer provides; the accuracy and lawfulness of that information remain Customer's responsibility.

7.4 No Protected Health Information. The Service is not HIPAA-certified, and Veluna does not enter into Business Associate Agreements as a default. Customer agrees not to transmit, store, or process any "protected health information" (as defined under HIPAA) through the Service unless a separate, written Business Associate Agreement is executed by both parties. Any breach of this Section 7.4 is a material breach and Customer indemnifies Veluna in full for any resulting claim or penalty.

7.5 No Other Regulated Data Categories. Customer will not submit to the Service any information subject to the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act, COPPA-covered data of children under 13, government-issued credentials, payment-card data outside Stripe's hosted fields, biometric identifiers, or any data category for which Veluna has not in writing agreed in advance to accept.

8. Insurance

Customer will, at its sole expense, obtain and maintain throughout the term of this Agreement insurance reasonable for the size and nature of Customer's business and the volume of communications Customer initiates through the Service, which for any Customer initiating more than one thousand (1,000) outbound calls, SMS, or emails per month must include at minimum: (a) commercial general liability insurance with a per-occurrence limit of no less than US$1,000,000; and (b) cyber-liability and privacy insurance with a per-claim limit of no less than US$1,000,000 covering TCPA, telemarketing, data-breach, and privacy-tort claims. Customer will provide certificates of insurance on Veluna's reasonable written request and will name Veluna as an additional insured on the commercial general liability policy.

9. Intellectual Property

9.1 Veluna IP. Veluna and its licensors own and retain all right, title, and interest in and to the Service, including all software, models, model weights, prompts, scripts, agent designs, dashboards, documentation, training materials, methodologies, know-how, and all enhancements, modifications, and derivatives thereof ("Veluna IP"). Subject to Customer's compliance with this Agreement, Veluna grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term solely for Customer's internal business purposes. No other rights are granted by implication, estoppel, or otherwise.

9.2 Customer Content. "Customer Content" means content Customer or its end-customers provide to or generate through the Service, including call transcripts, recordings (where lawful), lead records, scripts, brand assets, and end-customer data. As between the parties, Customer retains all rights in Customer Content. Customer grants Veluna a worldwide, royalty-free, non-exclusive, sublicensable license to host, process, transmit, display, format, and modify Customer Content solely as necessary to operate, secure, support, troubleshoot, improve, and provide the Service.

9.3 Service Data; Aggregated Data. Veluna may collect, generate, and retain in perpetuity, including after termination, aggregated, anonymized, and/or de-identified usage data, telemetry, performance metrics, error logs, and learnings derived from the operation of the Service ("Service Data"). Service Data does not identify Customer, any user, or any individual. Veluna may use Service Data for any lawful purpose, including operating, securing, improving, and benchmarking the Service, training Veluna's own internal models, and producing aggregated reporting. Veluna does not sell Customer Content. Veluna does not knowingly provide identifiable Customer Content to third parties to train shared external models without Customer's instruction.

9.4 Feedback. Any suggestions, ideas, or feedback provided by Customer regarding the Service are perpetually assigned to Veluna without restriction or compensation.

9.5 Publicity. Veluna may identify Customer as a customer and use Customer's name, logo, and high-level role-based testimonials in Veluna's marketing materials and website. Customer may opt out of this use by sending written notice to Veluna at any time, with effect prospectively only.

10. Confidentiality

Each party will protect the other's non-public business and technical information disclosed in connection with the Service ("Confidential Information") with the same care it uses for its own confidential information of like importance, and not less than reasonable care, and will use it only to perform under this Agreement. This Section 10 does not apply to information that is independently developed without reference to the disclosing party's Confidential Information, lawfully received from a third party without restriction, publicly known through no fault of the receiver, or required to be disclosed by law, regulation, or legal process (subject to reasonable advance notice to the disclosing party where legally permitted).

11. Privacy; CCPA Service-Provider Terms

11.1 Role. Where the Service involves personal information of California, Colorado, Virginia, Connecticut, Utah, or other U.S. state-law-protected residents, Customer is the "business" or "controller" and Veluna acts as the "service provider", "processor", or equivalent role. Veluna will process personal information only on Customer's documented instructions to perform the Service, will not "sell" or "share" personal information (as those terms are defined under the CCPA/CPRA), will not retain, use, or disclose personal information outside the direct business relationship between the parties, and will not combine personal information received from Customer with personal information received from other sources except as permitted by applicable law.

11.2 Security. Veluna will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content and personal information against unauthorized access, use, alteration, or disclosure. Customer acknowledges that no system is perfectly secure and that the Service relies on Third-Party Services that store and process data under their own terms.

11.3 Subprocessors. Customer authorizes Veluna to engage subprocessors to perform portions of the Service, including without limitation Stripe, Twilio, OpenAI, Anthropic, Google LLC and its affiliates, Microsoft Corporation, Cloudflare, and other reputable providers selected by Veluna. Veluna will impose data-protection obligations on its subprocessors substantially equivalent to those in this Agreement. A current list of subprocessors will be provided on reasonable request.

11.4 Breach Notification. Veluna will notify Customer without undue delay after confirming a security breach involving unauthorized access to Customer Content of a nature that, in Veluna's reasonable judgment, requires notification under applicable law.

11.5 Data Residency. Customer acknowledges that Customer Content and personal information may be processed, transmitted, or stored in the United States, Canada, and other jurisdictions where Veluna or its subprocessors operate.

12. AI Outputs; No Professional Advice

The Service uses generative artificial intelligence and machine-learning systems whose outputs (the "AI Outputs") may be inaccurate, incomplete, biased, outdated, or fabricated ("hallucinated"). Customer is solely responsible for reviewing, verifying, and exercising independent judgment over every AI Output before relying on it for any decision having legal, financial, medical, safety, employment, credit, or insurance consequences. AI Outputs do not constitute legal, medical, accounting, tax, investment, or other professional advice, and no fiduciary, attorney-client, doctor-patient, or other professional relationship is created by use of the Service. Veluna disclaims any responsibility for Customer's reliance on AI Outputs.

13. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL AI OUTPUTS, DOCUMENTATION, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. VELUNA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY AI OUTPUT WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE; THAT ANY DEFECT WILL BE CORRECTED; THAT ANY CALL WILL CONNECT OR CONVERT; OR THAT ANY REVENUE, ROI, SAVINGS, OR BUSINESS OUTCOME WILL BE ACHIEVED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VELUNA, ITS PRINCIPALS, OR ITS CONTRACTORS CREATES ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN.

14. Indemnification by Customer

Customer will defend, indemnify, and hold harmless Veluna, its principals, officers, employees, contractors, affiliates, agents, and licensors (the "Veluna Indemnitees") from and against any and all third-party claims, demands, actions, proceedings, suits, losses, damages, fines, penalties, judgments, settlements, liabilities, costs, and expenses, including reasonable attorneys' fees and disbursements (collectively, "Losses"), arising out of or related to: (a) Customer's use of the Service; (b) any Customer Content or list, number, or contact provided by Customer; (c) any communication initiated by or through Customer's instance of the Service, including all TCPA, TSR, telemarketing, state-autodialer, do-not-call, recording-disclosure, anti-spam, and AI-disclosure claims; (d) any breach by Customer of Section 6, Section 7, Section 8, Section 11, or any other provision of this Agreement; (e) any allegation that Customer Content infringes, misappropriates, or violates any third-party intellectual-property, privacy, publicity, or proprietary right; (f) Customer's violation of any law, regulation, or order; or (g) any tax obligation of Customer.

15. Indemnification by Veluna

Veluna will defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with this Agreement and not in combination with any third-party product, service, content, list, configuration, or instruction supplied by or on behalf of Customer, directly infringes such third party's U.S. copyright or U.S. patent issued as of the Effective Date, and will pay damages finally awarded against Customer (or settlement amounts approved by Veluna). If the Service becomes, or in Veluna's opinion is likely to become, the subject of such a claim, Veluna may, at its sole option and expense, (i) procure for Customer the right to continue using the Service, (ii) replace or modify the Service to be non-infringing while substantially preserving the functionality, or (iii) terminate the affected portion of the Service and refund any pre-paid Platform Fee for unused months. This Section 15 states Veluna's sole and exclusive liability, and Customer's sole and exclusive remedy, for any third-party infringement claim. Veluna has no liability for any claim arising from: AI Outputs; Customer Content; combinations with non-Veluna products; Third-Party Services; modifications not made by Veluna; or use of the Service in violation of this Agreement, in violation of law, or in any high-risk application listed in Section 6.

16. Limitation of Liability

16.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VELUNA OR ITS PRINCIPALS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, RELIANCE, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST CUSTOMERS, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY OF LIABILITY OR FORM OF ACTION (CONTRACT, TORT, STATUTE, OR OTHERWISE).

16.2 Aggregate Cap. VELUNA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, IN THE AGGREGATE FOR ALL CLAIMS AND CAUSES OF ACTION COMBINED, WILL NOT EXCEED THE LESSER OF (A) THE TOTAL PLATFORM FEES ACTUALLY PAID BY CUSTOMER TO VELUNA UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) US$1,000. PASS-THROUGH API USAGE AMOUNTS THAT WERE PAID TO THIRD-PARTY PROVIDERS DO NOT COUNT TOWARD THIS CAP.

16.3 Excluded Claims. The exclusions and limitations in Sections 16.1 and 16.2 do not apply to: (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 14; (c) Customer's breach of Sections 6, 7, 9.1, or 10; (d) either party's liability for fraud, willful misconduct, or gross negligence to the extent such liability cannot lawfully be limited; or (e) any other liability that cannot be limited as a matter of mandatory applicable law.

16.4 Allocation of Risk. Customer acknowledges that the fees reflect the allocation of risk set out in this Agreement, that Veluna would not enter into this Agreement on these economic terms without these limitations, and that these limitations apply notwithstanding the failure of essential purpose of any limited remedy.

16.5 Time Bar. No claim arising out of or related to this Agreement, regardless of form, may be brought by Customer more than one (1) year after the cause of action arose.

17. Third-Party Services

The Service depends on Third-Party Services operated by parties not controlled by Veluna. Customer acknowledges that any change, outage, restriction, suspension, deprecation, pricing change, content-moderation decision, or policy change by any Third-Party Service may affect the Service and that Veluna is not responsible for any act or omission of any Third-Party Service. Customer's relationship with each Third-Party Service is governed by that provider's own terms.

18. Sanctions, Export, and Anti-Bribery

Customer represents and warrants that neither Customer nor any of its principals, owners, directors, officers, or affiliates is (a) listed on, or owned 50% or more by any person listed on, the U.S. Treasury Department's Office of Foreign Assets Control Specially Designated Nationals List, the U.S. Commerce Department's Entity List or Denied Persons List, the U.S. State Department's Debarred List, Canada's consolidated sanctions lists, or any equivalent restricted-party list; (b) ordinarily resident in, or organized under the laws of, a comprehensively sanctioned country or region (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine); or (c) acting on behalf of any of the foregoing. Customer will not use the Service to violate U.S. or Canadian sanctions or export-control laws, and will not pay, offer, or authorize any payment to any public official to influence official action, in violation of the U.S. Foreign Corrupt Practices Act, Canada's Corruption of Foreign Public Officials Act, or any similar law.

19. Force Majeure

Neither party will be liable for any failure or delay in performance (other than Customer's payment obligations) to the extent caused by events beyond its reasonable control, including acts of God; war, hostilities, terrorism, or civil unrest; pandemic, epidemic, or public-health emergency; governmental action, embargo, or sanctions; labor disputes, lockouts, or shortages; internet, telecommunications, electrical, or cloud-infrastructure outages; Third-Party Service outages, suspensions, or policy changes; cyber-attack, ransomware, or distributed denial-of-service; or natural disasters.

20. Independent Contractor; No Agency

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, franchise, or fiduciary relationship between the parties. Neither party has authority to bind the other or create any obligation on behalf of the other.

21. Assignment

Customer may not assign, delegate, or transfer this Agreement or any of its rights or obligations, by operation of law or otherwise, without Veluna's prior written consent, and any purported assignment in violation of this Section 21 is void. Veluna may assign or transfer this Agreement, in whole or in part, without consent in connection with a sale of substantially all of its assets, a merger, reorganization, financing, or successor business entity (including any subsequent incorporation of the Veluna business). Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

22. Equitable Relief

The parties acknowledge that a breach of Sections 6, 7, 9, 10, or 18 may cause irreparable harm for which monetary damages would be inadequate. Notwithstanding Section 23, either party may seek a temporary restraining order, preliminary injunction, or other equitable relief from a court of competent jurisdiction to protect its intellectual-property rights, confidential information, or such other interests, without bond or proof of actual damages and without waiving any other remedy.

23. Governing Law; Mandatory Arbitration; Jury & Class-Action Waiver

23.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties' choice of Delaware law is reasonable given Customer's primarily U.S.-based operations and Veluna's intent to serve U.S. business customers on neutral substantive terms.

23.2 Informal Resolution. Before initiating arbitration, the parties will attempt in good faith for thirty (30) days to resolve any dispute by negotiation between authorized representatives, beginning with written notice describing the claim and the proposed resolution.

23.3 Binding Arbitration. Except as provided in Sections 22 (equitable relief) and 23.5 (small claims), any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the relationship between the parties (a "Dispute") that is not resolved under Section 23.2 will be finally resolved by binding, confidential arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single neutral arbitrator. The seat and legal place of arbitration is Wilmington, Delaware. Hearings may be conducted remotely. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may grant any remedy a court of competent jurisdiction could grant, subject to the limitations in this Agreement.

23.4 Class-Action and Jury-Trial Waiver. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM. If this Section 23.4 is held unenforceable as to a particular claim, that claim will be severed and litigated in court, while all other claims remain in arbitration.

23.5 Small Claims Carve-Out. Either party may bring an individual action in a small-claims court of competent jurisdiction in lieu of arbitration, so long as the action remains in that court and is brought on an individual (non-class, non-representative) basis.

23.6 Confidentiality. The existence and content of any arbitration, including all submissions, hearings, and awards, are confidential and may not be disclosed except as necessary to enforce or comply with the award, or as required by law.

23.7 Costs. Each party bears its own attorneys' fees and arbitration costs except that the arbitrator may shift fees and costs as permitted by law or JAMS rules in cases of frivolous claims.

24. Notices

Notices to Veluna must be in writing and sent to dr.gmikhail@gmail.com, or by mail to Minas El Masri Inc., 1554 Portsmouth Place, Mississauga, Ontario, Canada L5M 7W1, or to such other address as Veluna may designate in writing. Notices to Customer may be given by email to the address on Customer's account or by in-product notice. Notices are deemed given on receipt for hand delivery, the next business day for overnight courier, the day sent for email or in-product notice (in each case absent a bounce or non-delivery indication), and three (3) business days after deposit for certified or registered mail.

25. Changes to This Agreement

Veluna may modify this Agreement from time to time. The updated Agreement will be posted at this URL with a revised "Last updated" date and version identifier. Material changes will be communicated to Customer by email or in-product notice at least thirty (30) days before they take effect (or such shorter period as may be required by law, regulator action, or to address security or legal-risk issues). Customer's continued use of the Service after the effective date of an update constitutes acceptance of the updated Agreement. If Customer does not agree to a material change, Customer's sole remedy is to cancel under Section 4.2 before the change takes effect.

26. Order of Precedence; Entire Agreement

In the event of a conflict, the documents governing the parties' relationship will control in the following order, from highest to lowest precedence: (a) a fully executed order form or written addendum signed by both parties that expressly amends this Agreement; (b) this Agreement; and (c) any other Veluna policy referenced herein or made available on the Veluna website. This Agreement, together with any signed order form, is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous oral or written agreements, communications, proposals, or representations on that subject. No purchase order, pre-printed term, or unilateral term proposed by Customer (whether in a procurement portal, invoice, or otherwise) modifies this Agreement, and any such term is rejected and is of no force or effect.

27. Miscellaneous

27.1 Severability; Blue Pencil. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and reformed to most closely reflect the parties' original intent, and the remaining provisions will remain in full force.

27.2 Waiver. No waiver is effective unless in a writing signed by the waiving party. A failure or delay in exercising any right is not a waiver of that right.

27.3 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and creates no rights in any third party.

27.4 Counterparts; Electronic Acceptance. This Agreement may be accepted electronically by clicking, checking a box, signing electronically, or by use of the Service, in counterparts, each of which is deemed an original and all of which together constitute one agreement.

27.5 Headings; Interpretation. Headings are for reference only. The words "including" and "include" mean "including without limitation". Singular includes plural and vice versa. References to laws include amendments and successor provisions.

Questions about this Agreement before you subscribe? Raise them on the strategy call. Once you click "Subscribe" in Stripe Checkout or otherwise accept this Agreement, the entire Agreement applies as written.