Terms and Conditions

1.1. What the Platform is.The Platform is a business-to-business marketplace, procurement, and transaction-management system for AI and data center infrastructure, including categories such as power and energy capacity, land and sites, utility interconnection capacity, transformers and electrical equipment, substation and EPC services, data center facilities and colocation, GPU and accelerated compute, AI models and applications, financing, logistics, and insurance (each a "Category"). The Platform enables users to publish and discover listings, submit procurement requests, be matched with counterparties, negotiate in deal rooms, execute contracts, and record and track payments and fees, and provides related analytics and market-intelligence features.

1.2. Business use only. The Platform is offered solely to businesses and business users for business purposes. The Platform is not a consumer service and is not directed to individuals acting as consumers. You represent that you are entering into these Terms in the course of a trade, business, or profession, and that consumer-protection laws applicable to consumer transactions do not apply to your use of the Platform.

1.3. Eligibility. You must be at least 18 years old and capable of forming a binding contract. You may not use the Platform if you or your organization: (a) is identified on, or owned or controlled by any party identified on, any restricted-party list described in Section 14; (b) has previously been suspended or removed from the Platform; or (c) is prohibited from receiving the Platform under applicable law.

1.4. Order of precedence. If you and SupplyVaultAI have executed a separate written agreement (such as a master subscription agreement, order form, or enterprise license) covering your use of the Platform, that agreement controls to the extent it conflicts with these Terms. Category-specific or feature-specific supplemental terms that we present to you also form part of these Terms for those features.

• "Company Account" means the tenant account established on the Platform for a legal entity, to which individual user seats are attached.
• "Content" means all data, information, text, documents, images, specifications, and other materials submitted to or made available through the Platform.
• "Deal Room" means the private workspace on the Platform in which participants to a prospective or active transaction exchange messages, documents, and deal terms.
• "Listing" means an offer of assets, capacity, equipment, facilities, compute, models, services, financing, logistics, or insurance published on the Platform.
• "Market Intelligence" means analytics, indices, forecasts, scores, benchmarks, heatmaps, reports, and similar informational outputs made available through the Platform.
• "Platform Transaction" means a transaction between users that is originated, negotiated, contracted, or payment-tracked through the Platform, in whole or in part.
• "User Content" means Content that you or your users submit to the Platform, including company profiles, Listings, procurement and financing requests, Deal Room messages and documents, uploaded files, and payment confirmations.

3.1. Registration. You must provide accurate, current, and complete information when registering and keep it updated, including your legal entity name, company type, tax identification, and address. We may rely on the information you provide, and material misstatements are grounds for suspension or termination.

3.2. Company Accounts and roles. Access is organized by Company Account. Administrators of a Company Account control which individuals hold seats, what roles and permissions they have, and what Content is submitted under the account. You are responsible for all activity under your Company Account, including the acts and omissions of every user you authorize, whether or not those acts were authorized by you internally.

3.3. Credentials. You must keep credentials confidential, use any multi-factor authentication we require, and notify us promptly at [email protected] of any suspected unauthorized access. Seats are for identified individual persons and may not be shared, pooled, or used by more than one individual.

3.4. Authority. Any user acting through your Company Account — including submitting Listings, sending Deal Room messages, agreeing to deal terms, uploading contracts, or confirming payments — is presumed to act with your authority, and you are bound by those actions as between you and SupplyVaultAI and, to the extent recorded on the Platform, as against other users who reasonably rely on them.

4.1. License. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during your subscription term for your internal business purposes.

4.2. Trial.New Company Accounts may receive a free trial (currently 30 days). Trials are provided "AS IS," may be modified or terminated at any time, and any data or configuration from a trial may be deleted if you do not convert to a paid subscription.

4.3. Subscriptions; renewal. Continued access after any trial requires a paid platform license, purchased on a per-seat basis for an annual (or longer) term as described on our pricing page, at checkout, or in an order form. Unless otherwise stated in an order form, subscriptions renew automatically for successive terms at the then-current rates unless either party gives notice of non-renewal at least 30 days before the end of the current term. We may change subscription pricing effective upon renewal, with notice before the renewal date.

4.4. Downgrades. Downgrades and seat reductions take effect at the start of the next renewal term. Fees already paid are not refunded or credited for reduced usage during a current term.

4.5. Suspension. We may suspend access to the Platform (in whole or part, and including individual seats or Company Accounts) with notice for non-payment, and with or without prior notice where we reasonably believe that: (a) your use violates these Terms or law; (b) your account presents a security, fraud, sanctions, or legal risk to us, other users, or third parties; or (c) suspension is necessary to protect the Platform. We will limit suspension in scope and duration to what is reasonably necessary.

5.1. Companies and Listings may carry verification statuses, risk indicators, or similar signals. Verification reflects only that certain checks configured by us were completed as of a point in time, based on materials submitted to us and sources we consulted. Verification and other trust signals are not endorsements, guarantees, warranties, or certifications of any user, Listing, asset, or transaction, and are not a substitute for your own due diligence. We may grant, deny, suspend, or revoke verification at our discretion and are not obligated to monitor users or Listings on an ongoing basis.

5.2. You must not describe your verification status as an endorsement by SupplyVaultAI, and you must promptly notify us if information underlying your verification materially changes (including changes in ownership, control, licensure, or sanctions status).

6.1. Marketplace venue only. The Platform is a venue and system of record. Except where we expressly agree otherwise in a signed writing, SupplyVaultAI is not a party to any Platform Transaction, and no agency, partnership, joint venture, fiduciary, or employment relationship is created between SupplyVaultAI and any user. Each user is solely responsible for its own diligence, negotiation, contracting, performance, delivery, installation, permitting, licensure, taxes, and compliance in Platform Transactions.

6.2. No professional or licensed-intermediary role. SupplyVaultAI does not act, and is not licensed, as: a broker-dealer, securities intermediary, or investment adviser; a lender, loan broker, or financing arranger; an insurance producer, agent, or broker; a real estate broker or agent; an energy marketer, public utility, or transmission provider; a freight broker or carrier; an escrow agent; or a money transmitter or payment processor for transactions between users. Fees we charge (including percentage-based transaction or brokerage-type platform fees) are charged for use of the Platform and its workflow, matching, and record-keeping capabilities, and do not make SupplyVaultAI a party to, or an intermediary, broker, or guarantor of, any Platform Transaction. Where a Category or activity requires a licensed intermediary (for example, securities offerings, insurance placement, real estate brokerage in a given state, or regulated energy sales), the users involved are solely responsible for engaging appropriately licensed parties and for their own licensure.

6.3. No guarantee of counterparties or outcomes. We do not guarantee the identity, creditworthiness, licensure, authority, or performance of any user; the existence, condition, title, specifications, legality, or availability of anything listed; that any match, quote, negotiation, or deal will result in a transaction; or that any transaction will close, be paid, or be performed.

6.4. Contracts between users. Contracts formed between users (whether uploaded to, signed through, or merely tracked on the Platform) are solely between those users. We are not responsible for their content, validity, enforceability, or performance. If a contract between users conflicts with data recorded on the Platform, the contract governs as between those users.

6.5. Disputes between users. You are solely responsible for resolving disputes with other users. We have no obligation to mediate, adjudicate, or enforce user-to-user disputes, but we may (without obligation) take Platform actions such as flagging, suspending, or annotating deals, transactions, Listings, or accounts involved in a dispute.

7.1. Accuracy. Every Listing must accurately describe the asset, capacity, or service offered, including specifications, condition, location, quantity, and genuine current availability. Listing assets or capacity that you do not own, control, or have documented authority to offer — or that are not genuinely available — is prohibited. You must promptly update or withdraw Listings that become inaccurate or unavailable.

7.2. Authority to sell. For each Listing you represent and warrant that: (a) you have (or your principal has, and you are its documented authorized representative or broker) good title to or the legal right to sell, lease, or supply what is listed; (b) the Listing and any resulting sale do not violate any law, lien, security interest, contract, permit, tariff, interconnection agreement, or third-party right; and (c) all certifications, test data, and documents you provide are genuine and unaltered.

7.3. Prohibited Listings.You may not list: stolen, counterfeit, or misdescribed goods; items subject to undisclosed liens or recall; items or services whose sale or export to the intended market is prohibited or would require a license the parties do not hold (see Section 14); securities or investment contracts, except through appropriately licensed parties and outside the Platform’s listing flow unless we expressly enable it; or anything that infringes third-party rights or violates law.

7.4. Review and removal. Listings and companies are subject to review under our published verification and listing standards. We may reject, edit metadata of (e.g., recategorize), suspend, hide, or remove any Listing or Content, and suspend or terminate any account, that we reasonably believe violates these Terms, those standards, or law — with or without notice. We have no obligation to pre-screen Content, and our review or non-removal of Content is not an endorsement or assumption of responsibility.

7.5. Public display. You acknowledge that limited, non-sensitive fields of live Listings from verified sellers (such as title, description, category, location, region, capacity, availability window, and your company display name) may be displayed publicly, without login, and indexed by search engines, and you license us to do so under Section 9. Pricing, contact details, and confidential specifications are not published on public pages by default.

8.1. Matching. The Platform may generate matches, scores, recommendations, and parsed interpretations of your requirements using rule-based logic, statistical models, and artificial-intelligence systems (including large language models). Matching outputs are informational suggestions only; they may be incomplete, incorrect, or based on unverified user-submitted data.

8.2. AI outputs. Where the Platform provides AI-generated or AI-assisted outputs (including requirement parsing, risk scores, recommendations, drafting assistance, or summaries): (a) outputs are generated by probabilistic systems and may be inaccurate, incomplete, or unsuitable for your purpose; (b) you must review outputs with qualified personnel before relying on them or entering into any commitment; (c) outputs are not legal, financial, engineering, or other professional advice; and (d) you are responsible for your use of outputs, including any decision, communication, or transaction based on them. We may log AI inputs and outputs for security, audit, quality, and abuse-prevention purposes as described in our Privacy Policy.

8.3. No obligation. We may add, modify, throttle, or discontinue matching and AI features at any time.

9.1. Ownership. As between you and SupplyVaultAI, you retain ownership of your User Content.

9.2. License to us. You grant SupplyVaultAI a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers) license to host, store, reproduce, process, adapt, transmit, display, and distribute your User Content as needed to: (a) operate, secure, support, and improve the Platform; (b) display Listings and profiles to other users and, per Section 7.5, publicly; (c) generate matches, analytics, and Market Intelligence; and (d) comply with law. This license survives termination only to the extent needed for records retention under Section 19.4, legal compliance, and content already incorporated into aggregated or de-identified data.

9.3. Aggregated and de-identified data. We may create and use data derived from Platform activity and User Content in aggregated or de-identified form — including for Market Intelligence products, benchmarks, indices, and research — provided that such data does not identify you, your users, or your confidential deal terms. We own such aggregated and de-identified data and all Market Intelligence outputs.

9.4. Responsibility. You are solely responsible for your User Content, including its accuracy, legality, and your right to submit it. You represent that your User Content does not contain material you lack rights to share, personal data you lack a lawful basis to disclose, malicious code, or export-controlled technical data submitted in violation of Section 14.

9.5. Feedback. If you provide suggestions or feedback, we may use them without restriction or obligation.

10.1. Between participants. Information exchanged in a Deal Room is confidential between the participating users under the non-disclosure and confidentiality terms those users agree between themselves (including any NDA executed as a deal stage). You must not use information obtained through the Platform — including Deal Room materials, counterparty identities, pricing, and documents — for any purpose other than evaluating and executing the transaction for which it was disclosed, and you must not disclose it except as permitted by your agreement with the disclosing party or required by law.

10.2. Our access.Our personnel and systems may access Deal Room content to operate, secure, and support the Platform, to compute analytics and Market Intelligence under Section 9.3, to investigate suspected violations, and as required by law. We will treat non-public User Content in Deal Rooms as your confidential information, protected with reasonable safeguards, and will not disclose it to other users except as directed by the Deal Room’s participants or the Platform’s sharing controls.

10.3. Internal notes. Features that mark Content as internal to your company are access controls, not guarantees; do not place Content on the Platform that you are legally prohibited from storing with a third-party processor.

11.1. Payment methods. Platform Transactions may be settled through payment rails we integrate (such as card or ACH processing via our payment processor) or entirely outside the Platform (such as wire, ACH, escrow with a third-party escrow agent, or financing), with the Platform recording status, confirmations, and supporting documents.

11.2. Off-platform payments.Where payment occurs outside the Platform, the Platform’s records (including uploaded payment proofs, seller confirmations, and administrator approvals) are records only. We do not hold, transmit, or control users’ funds for user-to-user transactions, do not verify bank instructions, and are not responsible for misdirected payments, fraud between users, or payment-instruction compromise. Always verify payment instructions with your counterparty through an independent, known channel before sending funds. We will never instruct you to change a counterparty’s payment details.

11.3. No escrow by us.Any escrow used in a Platform Transaction must be provided by a duly licensed third-party escrow agent selected and engaged by the transacting users. Platform references to "escrow" describe a payment-tracking status, not an escrow service provided by SupplyVaultAI.

11.4. Payment processing.Where we process subscription payments or platform-fee payments, we do so through third-party payment processors (currently Stripe). Your use of those payment services is also subject to the processor’s terms, and we are not liable for processor acts or omissions.

11.5. Chargebacks and reversals. You are responsible for chargebacks, reversals, and related fines or fees attributable to your payments to us, other than where caused by our billing error.

12.1. Fees.You agree to pay all fees applicable to your use of the Platform, which may include: subscription/license fees; per-transaction or percentage-based platform fees on Platform Transactions; brokerage-type, financing-placement, reservation, premium-access, data-room, or API/licensing fees; and other fees disclosed in an order form, at checkout, in the Platform’s fee configuration disclosed for a deal, or otherwise agreed in writing. Fee amounts, rates, and which party bears them (buyer, seller, or split) are as so disclosed or agreed. We may update fee schedules prospectively for future deals and renewal terms with notice.

12.2. Payment terms. Fees are payable in U.S. dollars, are due as stated on the applicable invoice or checkout (and if not stated, within 30 days of invoice), and are non-refundable except as expressly stated in these Terms or required by law. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

12.3. Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes arising from your purchases from us (other than taxes on our net income). Taxes, duties, tariffs, and transfer costs arising from Platform Transactions are solely the responsibility of the transacting users.

12.4. Anti-circumvention.A material purpose of the Platform’s fee model is compensation for introductions, matching, and deal infrastructure. For any counterparty you first identified, or were first introduced to or matched with, through the Platform, you agree that for twelve (12) months after the introduction you will not structure, move, or complete a transaction that is within the scope of the original Platform introduction off the Platform for the purpose of avoiding platform fees. If you do, the applicable platform fee remains payable as if the transaction had been completed on the Platform, and we may invoice you upon reasonable evidence of the transaction. This Section does not restrict transactions with parties you can demonstrate you had a documented pre-existing relationship with regarding the same opportunity.

12.5. Fee waivers. Any fee waiver or discount applies only to the specific deal or period expressly stated and is not a course of dealing.

You will not, and will not permit anyone acting through your account to:

• misrepresent your identity, affiliation, authority, licensure, or verification status, or impersonate any person or entity;
• access or attempt to access another tenant’s data, or exceed your authorized permissions;
• probe, scan, disrupt, overload, or circumvent the Platform’s security or access controls, or introduce malicious code;
• scrape, crawl, harvest, or bulk-extract Platform content or data — including public pages, listings, or Market Intelligence — except through interfaces we expressly provide for that purpose and within their documented limits; or use Platform content or data to train machine-learning or AI models without our prior written consent;
• copy, frame, resell, sublicense, or provide the Platform or Market Intelligence to third parties, including operating a competing marketplace, data product, or intelligence service using Platform data;
• use the Platform to send spam, conduct phishing, or solicit users for services competitive with the Platform;
• post Content that is unlawful, infringing, defamatory, or deceptive, or that contains another party’s confidential information without authority;
• manipulate matches, verification, risk scores, indices, or Market Intelligence, including through fake Listings, fake requests, wash deals, or collusive activity;
• use the Platform in violation of antitrust or competition law, including exchanging competitively sensitive information with competitors or coordinating prices, bids, markets, or customers;
• use the Platform to violate any law or third-party right, or use information obtained through the Platform outside the purpose for which it was disclosed; or
• reverse engineer, decompile, or attempt to derive the source code of the Platform except to the extent a law expressly permits it despite this restriction.

14.1. Export controls and sanctions.The Categories traded on the Platform can include items, software, and technology subject to export-control and sanctions laws, including the U.S. Export Administration Regulations (EAR) — which specifically control advanced computing items such as high-performance GPUs and AI accelerators — U.S. sanctions administered by OFAC, and analogous laws of other jurisdictions ("Trade Control Laws"). You represent and warrant on a continuing basis that neither you nor any party owning or controlling you is: (a) identified on any restricted-party list (including OFAC’s SDN List, the BIS Entity List, Denied Persons List, or Unverified List); (b) located, organized, or ordinarily resident in a comprehensively sanctioned country or region; or (c) acting on behalf of any of the foregoing.

14.2. Your transactions.You are solely responsible for compliance with Trade Control Laws in your Platform Transactions, including classification, license determinations and applications, end-user and end-use screening, "deemed export" rules for technical data, and restrictions on exports, reexports, and in-country transfers of controlled items (including GPUs, accelerated computing hardware, and access to compute capacity where controlled). You will not use the Platform to offer, sell, ship, divert, or provide access to controlled items or services to prohibited destinations, entities, end users, or end uses (including prohibited military, military-intelligence, or WMD end uses).

14.3. Anti-corruption and AML. You will comply with applicable anti-bribery laws (including the U.S. Foreign Corrupt Practices Act) and anti-money-laundering laws in connection with the Platform and Platform Transactions, and will not use the Platform to launder funds, evade sanctions, finance terrorism, or conceal beneficial ownership.

14.4. Our rights. We may screen users, companies, beneficial owners, and transactions against restricted-party lists; request supporting information (including end-use/end-user statements); and refuse, block, suspend, unwind our involvement in, or report any account, Listing, match, Deal Room, or recorded transaction that we believe may violate Trade Control Laws or this Section — without liability to you and, where required by law, without notice.

Certain Categories are subject to sector-specific regulation. Without limiting Section 6.2: (a) power, utility capacity, and interconnection transactions may be subject to federal and state energy regulation, utility tariffs, regional transmission organization rules, and required consents — obtaining them is solely the transacting users’ responsibility; (b) land and facility transactions may require licensed real estate professionals, title work, zoning, and permitting in the relevant jurisdiction; (c) financing listings and requests are expressions of interest only; any actual extension of credit, placement, or securities activity must be conducted by appropriately licensed parties under their own documentation; (d) insurance products may only be placed by licensed producers; and (e) logistics for heavy or oversized equipment may require permits, escorts, and specialized carriage arranged by the users. The Platform’s role in each case is limited to discovery, workflow, and record-keeping.

16.1. Our IP. SupplyVaultAI and its licensors own the Platform and all related software, interfaces, designs, documentation, Market Intelligence outputs, aggregated and de-identified data, and all intellectual-property rights in them. No rights are granted except as expressly stated in these Terms.

16.2. Marks.You may not use SupplyVaultAI’s name, logos, or marks without our prior written consent, except to truthfully identify yourself as a Platform user. We may identify your company by name and logo as a customer unless you notify us in writing that we may not.

16.3. Copyright complaints.If you believe Content on the Platform infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) to [email protected]. We will respond to valid notices, may remove or disable access to the identified material, and may terminate repeat infringers.

The Platform interoperates with third-party services (including hosting, payment processing, analytics, and email providers, and any third-party services you connect). Third-party services are governed by their own terms, and we are not responsible for them. Features dependent on third parties may change if those services change.

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. We maintain administrative, technical, and organizational safeguards designed to protect User Content, including encryption in transit, tenant isolation, role-based access controls, and audit logging. No system is perfectly secure, and you are responsible for the security of your own systems, credentials, and the lawful handling of any personal data you submit.

19.1. Term. These Terms apply from your first use of the Platform and continue until your account is closed and all subscriptions have ended or been terminated.

19.2. Termination by you. You may stop using the Platform at any time and may close your account effective at the end of your then-current paid term. Closing your account does not relieve you of fees accrued or committed for the current term, including platform fees under Section 12.4.

19.3. Termination by us. We may terminate these Terms or your access: (a) for material breach not cured within 15 days of notice (or immediately for breaches of Sections 13 or 14, fraud, or security risk); (b) if required by law; or (c) upon non-renewal per Section 4.3. If we terminate without cause during a paid term, we will refund prepaid subscription fees for the unused remainder of that term as your exclusive remedy.

19.4. Effect; data retention and export.On termination: your license ends; you must cease using the Platform; and, upon your written request made within 30 days after termination, we will make a commercially reasonable export of your User Content available in a standard format. Thereafter we may delete User Content, except that we may retain (a) records of deals, contracts, transactions, fees, and audit logs as the system of record and for legal, tax, accounting, dispute, and compliance purposes, and (b) aggregated and de-identified data per Section 9.3. Sections that by their nature should survive — including 2, 5–7 (representations), 9.2–9.5, 10, 11.2–11.5, 12 (accrued amounts and 12.4), 13, 14, 16, and 19.4 through 26 — survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE PLATFORM, ALL CONTENT, AND ALL MARKET INTELLIGENCE ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: LISTINGS, USER CONTENT, VERIFICATION STATUSES, MATCHES, RISK SCORES, OR AI OUTPUTS ARE ACCURATE, CURRENT, OR COMPLETE; ANY USER WILL PERFORM OR ANY TRANSACTION WILL OCCUR, CLOSE, OR BE PAID; MARKET INTELLIGENCE OR FORECASTS ARE ERROR-FREE OR SUITABLE FOR ANY DECISION; OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. MARKET INTELLIGENCE, ANALYTICS, RISK SCORES, AND AI OUTPUTS ARE PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE INVESTMENT, FINANCIAL, LEGAL, TAX, ENGINEERING, OR OTHER PROFESSIONAL ADVICE, AND YOU AGREE NOT TO REPRESENT OTHERWISE TO ANY THIRD PARTY.

21.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR OUR SUPPLIERS OR LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLYVAULTAI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE FEES YOU PAID TO SUPPLYVAULTAI FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY (OR, IF YOU PAID NO FEES, ONE HUNDRED U.S. DOLLARS ($100)).

21.3. Transactions carve-out.WITHOUT LIMITING SECTIONS 21.1–21.2, SUPPLYVAULTAI HAS NO LIABILITY WHATSOEVER FOR PLATFORM TRANSACTIONS OR OTHER DEALINGS BETWEEN USERS, INCLUDING NON-DELIVERY, NON-PAYMENT, DEFECTS, MISREPRESENTATION BY USERS, TITLE OR LIEN ISSUES, REGULATORY NON-COMPLIANCE BY USERS, OR PAYMENT FRAUD BETWEEN USERS.

21.4. Exclusions.Nothing in these Terms limits liability for a party’s fraud, willful misconduct, or gross negligence (where such limits are unenforceable), your payment obligations, your breach of Sections 13 or 14, your indemnification obligations, or any liability that cannot be limited by law.

21.5. Basis of the bargain.The parties agree that the disclaimers and limits in Sections 20–21 are an essential basis of the bargain and that Platform pricing reflects this allocation of risk.

You will defend, indemnify, and hold harmless SupplyVaultAI and its affiliates, officers, directors, employees, and agents from and against any third-party claim, demand, investigation, or proceeding, and all resulting damages, penalties, fines, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) your User Content, including Listings; (b) your Platform Transactions and other dealings with users or third parties; (c) your breach of these Terms, including Sections 7, 13, 14, and 15; (d) your violation of law or third-party rights; or (e) claims by your own personnel or representatives. We will give you prompt notice of the claim and reasonable cooperation (at your expense), and you may not settle any claim in a way that imposes obligations or admissions on us without our prior written consent. We may participate in the defense with our own counsel at our own expense.

Sellers of physical equipment and providers of services through the Platform will maintain commercially reasonable insurance appropriate to their Listings (e.g., commercial general liability, cargo/inland marine coverage for shipped equipment, professional liability for services) and will, on request, provide certificates of insurance.

24.1. Governing law. These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2. Informal resolution first. Before filing a claim, the complaining party must send a written description of the dispute to the other (for us: [email protected]) and allow 30 days for good-faith resolution.

24.3. Binding arbitration.Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (including its Expedited Procedures where they apply by their terms), by one arbitrator, seated in Dallas, Texas, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Either party may instead bring (a) an individual claim in small-claims court, or (b) an action for injunctive or equitable relief for infringement or misuse of intellectual property, confidentiality breaches, scraping/data misuse, or unauthorized access, in the state or federal courts located in Dallas, Texas (including the Texas Business Court where it has jurisdiction), and the parties consent to venue and personal jurisdiction there.

24.4. Class action and jury waiver.ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. If the class waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall proceed in court, severed from any claims that remain in arbitration.

24.5. Time limit. To the extent permitted by law, any claim must be filed within one (1) year after the claim accrues, or it is permanently barred.

25.1. We may modify these Terms from time to time. We will post the updated Terms with a new "Last updated" date and, for material changes, provide at least 30 days’ advance notice by email or in-app notice. Changes apply prospectively from their effective date; material changes will not apply retroactively to a deal already in an active Deal Room stage, or to fees for a subscription term already paid, unless required by law. Your continued use of the Platform after the effective date constitutes acceptance; if you do not agree, you must stop using the Platform (and, for material adverse changes to a paid subscription, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of the term as your exclusive remedy).

25.2. We may modify, add, or discontinue features of the Platform, provided we will not materially degrade the core functionality of a paid subscription during its current term.

26.1. Notices.We may give notice via the Platform, to your account administrators’ email addresses, or to your registered address. Legal notices to us must be sent by email to [email protected], and are effective on receipt.

26.2. Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, and third-party service outages.

26.3. Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets that is not a Platform competitor and not restricted under Section 14, with notice to us. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. Any other purported assignment is void.

26.4. Subcontractors. We may use affiliates and subcontractors to provide the Platform and remain responsible for our obligations.

26.5. Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in effect. A failure to enforce a provision is not a waiver.

26.6. Entire agreement. These Terms, together with the Privacy Policy, any order forms, and any supplemental terms we present, are the entire agreement between you and SupplyVaultAI regarding the Platform and supersede all prior or contemporaneous understandings on that subject. Terms in your purchase orders or vendor forms do not apply, even if we sign or process them.

26.7. No third-party beneficiaries. These Terms create no rights in any third party, except that our affiliates, suppliers, and indemnitees may enforce the provisions that protect them.

26.8. Independent contractors. The parties are independent contractors.

26.9. Interpretation."Including" means "including without limitation." Headings are for convenience only.

26.10. Language. These Terms are drafted in English; any translation is for convenience only.

Questions about these Terms: [email protected].