Terms & Conditions — VSI Technologies

01

Acceptance & Applicability

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client") and VSI Technologies, Inc. ("VSI"). By executing a Statement of Work, Master Services Agreement, or government contract with VSI, or by accessing VSI platforms and services, you agree to be bound by these Terms.

Order of Precedence: For government clients, the order of precedence is: (1) Applicable federal law and regulations, (2) Government contract terms and FAR/DFARS clauses, (3) Agency-specific terms, (4) These Terms, (5) VSI policies referenced herein.

Government Clients

These commercial terms are provided for reference. All government engagements are governed primarily by the applicable government contract, FAR/DFARS clauses, and agency-specific requirements. Contact government@vsitechnologies.ai for government-specific contractual instruments.

02

Services & Delivery

VSI provides agentic AI systems, workflow automation, and related professional services as described in the applicable Statement of Work or government contract task order.

30-Day Deployment Commitment

VSI commits to deploying agreed AI systems within 30 calendar days of contract execution and receipt of required access and information from Client. If VSI fails to meet this commitment, VSI will continue performance at no additional charge until deployment is achieved.

Change Management

Material changes to agreed scope require a written change order executed by both parties. Minor adjustments within the agreed scope may be accommodated at VSI's discretion.

Client Obligations

Client agrees to provide timely access to required systems, personnel, and information; to assign a project point of contact with authority to approve decisions; and to review and provide feedback on deliverables within agreed timelines. VSI is not responsible for delays caused by Client's failure to meet these obligations.

03

Intellectual Property

The allocation of intellectual property rights is a material term of every VSI engagement:

VSI Platform & Tools

VSI retains all intellectual property rights in VSI's proprietary platform, methodologies, tools, frameworks, and pre-existing intellectual property ("VSI IP"). Client receives a limited, non-exclusive, non-transferable license to use VSI IP solely for the purposes described in the engagement agreement.

Client Data & Systems

Client retains all intellectual property rights in Client's data, systems, and pre-existing intellectual property. VSI acquires no rights in Client data by virtue of the engagement.

Custom Deliverables

Custom AI systems, configurations, and work product created specifically for Client under a government or enterprise engagement ("Custom Deliverables") are owned as specified in the applicable contract. Government clients: Custom Deliverables may constitute works made for hire or be subject to Government Purpose Rights, Unlimited Rights, or other data rights provisions as specified in applicable DFARS clauses.

Improvements

VSI retains the right to use general knowledge, skills, and experience gained during engagements to improve VSI's offerings, provided that no Client confidential information or data is incorporated into such improvements.

04

Data Ownership & Processing

Client owns all Client data. VSI processes Client data solely as a data processor acting on Client's instructions as specified in the applicable Data Processing Agreement or government contract.

VSI does not use Client operational data to train AI models or improve VSI products without explicit written authorization
Client data is logically segregated from other client environments
Upon contract termination, Client data is returned or destroyed within 30 days per Client instruction, except where retention is required by law or government records schedule
VSI maintains documented data processing records as required by applicable privacy law and government contract requirements

For government programs: data handling is additionally governed by applicable federal records laws (44 U.S.C.), agency records schedules, Privacy Act requirements, and classified information handling requirements as specified in the applicable security classification guide (SCG).

05

Government Contract Terms

Government clients should note the following provisions applicable to federal, state, and local government engagements:

FAR/DFARS Compliance

VSI operates as a commercial entity and provides commercial items and services as defined in FAR Part 2. Applicable FAR and DFARS clauses are incorporated by reference in government contracts. VSI complies with all mandatory flow-down requirements.

Small Business Subcontracting

For contracts above applicable thresholds, VSI maintains a Small Business Subcontracting Plan as required by FAR 52.219-9.

Audit Rights

Government clients, Inspectors General, the Government Accountability Office (GAO), and authorized audit agencies retain audit rights over VSI records related to government contract performance as required by applicable law and contract terms.

Gratuities

VSI complies with FAR 52.203-3 (Gratuities) and maintains a written ethics policy prohibiting improper gifts, gratuities, or kickbacks in connection with government contracts.

Trade Agreements

VSI AI systems and services comply with applicable Trade Agreements Act (TAA) requirements for government procurements subject to the Trade Agreements Act.

06

Payment Terms

Payment terms are as specified in the applicable Statement of Work or government contract. General commercial terms:

Monthly retainer invoices are issued on the first business day of each service month
Implementation fees are invoiced upon contract execution and are due within 30 days
Net 30 payment terms apply unless otherwise specified
Government clients are subject to the Prompt Payment Act (31 U.S.C. § 3901 et seq.)
Disputed invoices must be raised within 10 business days of receipt with written notice
Late payments (non-government) subject to interest at 1.5% per month on overdue balance

07

Confidentiality

Both parties agree to protect the confidential information of the other party using at least the same care used to protect their own confidential information, but no less than reasonable care.

VSI Confidential Information

Includes pricing, methodologies, software architecture, trade secrets, and business strategies. Client may not disclose VSI confidential information to third parties without VSI's prior written consent.

Client Confidential Information

Includes operational data, business strategies, personnel information, and classified information. VSI may not disclose Client confidential information except as required for service delivery or as required by law.

Classified Information

The handling of classified national security information is governed exclusively by applicable security classification guides, program security plans, and federal law. Standard confidentiality provisions do not modify classified information handling requirements.

Survival

Confidentiality obligations survive termination of the engagement for 5 years for commercial engagements. For classified information, confidentiality obligations are perpetual and governed by applicable security regulations.

08

Warranties & SLAs

VSI warrants that:

VSI AI systems will perform materially as described in the applicable Statement of Work
VSI will deploy systems within the committed 30-day timeframe
VSI will maintain the security controls described in the Security Policy throughout the engagement
VSI personnel have the qualifications and clearances represented for the applicable program
VSI services do not knowingly infringe the intellectual property rights of third parties

Service Level Agreement: VSI targets 99.9% uptime for production AI systems. Scheduled maintenance windows are communicated at least 72 hours in advance. Emergency maintenance for security patching may occur with shorter notice. SLA remedies (service credits) are specified in the applicable engagement agreement.

Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, VSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI SYSTEMS ARE TOOLS TO SUPPORT HUMAN DECISION-MAKING; VSI DOES NOT WARRANT THAT AI OUTPUTS WILL BE ERROR-FREE.

09

Limitation of Liability

Mutual Limitation: Except for breaches of confidentiality, intellectual property infringement, fraud, or gross negligence, neither party's total liability arising out of or related to the engagement shall exceed the fees paid or payable by Client in the 12 months preceding the claim.

Exclusion of Consequential Damages: Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, even if advised of the possibility of such damages.

Government Limitation

For federal government engagements, the Government's right to recovery is governed by applicable federal law including the Contract Disputes Act, Tucker Act, and applicable FAR/DFARS clauses. These commercial limitation provisions apply only to the extent permitted by federal law.

10

Term & Termination

Engagement terms are as specified in the applicable contract. General provisions:

Termination for Convenience

Either party may terminate the engagement with 30 days' written notice. Government clients have additional termination for convenience rights as specified in applicable FAR/DFARS clauses, including the right to partial termination.

Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches the agreement and fails to cure within 15 business days of written notice.

Effect of Termination

Upon termination, VSI will provide a smooth transition period of up to 30 days at Client's request. Client data will be returned or destroyed within 30 days per Client instruction. Accrued payment obligations survive termination.

Government Termination

Federal government agencies retain statutory rights to terminate for default and terminate for convenience per FAR Part 49. VSI's rights and remedies upon government termination are as specified in applicable FAR clauses.

11

Dispute Resolution

Informal Resolution: The parties will attempt to resolve disputes informally through good-faith negotiation for 30 days before initiating formal proceedings.

Commercial Disputes: Disputes not resolved informally shall be submitted to binding arbitration administered by JAMS under its Commercial Arbitration Rules. Arbitration shall be conducted in [Venue TBD]. The arbitrator's decision is final and binding.

Government Contract Disputes: Disputes arising under government contracts are governed exclusively by the Contract Disputes Act (41 U.S.C. §§ 7101-7109) and applicable board of contract appeals or Court of Federal Claims procedures. These commercial arbitration provisions do not apply to government contract disputes.

Emergency Relief: Either party may seek emergency injunctive relief in a court of competent jurisdiction without first pursuing arbitration.

12

General Provisions

Governing Law: These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. For government contracts, applicable federal law governs.

Entire Agreement: These Terms, together with the applicable engagement agreement and incorporated policies, constitute the entire agreement between the parties regarding the subject matter herein.

Severability: If any provision is found unenforceable, the remaining provisions continue in full force.

Waiver: Failure to enforce any provision does not constitute a waiver of future enforcement rights.

Assignment: Neither party may assign rights or obligations without the other's written consent, except that VSI may assign to an affiliate or successor entity. Government clients' assignment rights are governed by applicable FAR clauses.

Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, acts of war, or government actions. Government contract force majeure provisions per applicable FAR clauses govern for government engagements.