VeloDB General Terms and Conditions

Effective Date: June 3, 2026

Last Updated: June 15, 2026

These VeloDB General Terms and Conditions (the "Agreement") govern Customer's access to and use of VeloDB products and services identified in an Order Form, online checkout flow, marketplace order, statement of work, or other ordering document accepted by VeloDB.

These General Terms are the master terms for the Services. They do not govern general browsing or use of VeloDB websites.

If Customer and VeloDB have signed a separate written master agreement that expressly governs the applicable Services, that signed agreement controls. Otherwise, this Agreement applies to the Services ordered by Customer.

Agreement Documents / Contract Structure

This Agreement works together with the applicable Order Form and the addenda, policies, and exhibits incorporated for the ordered Services. The Agreement documents include:

1. The applicable Order Form, online checkout flow, marketplace order, statement of work, or other ordering document accepted by VeloDB.
2. These VeloDB General Terms and Conditions.
3. The applicable product or service-specific addenda, including the VeloDB Cloud Addendum and, if applicable, the VeloDB BYOC Addendum.
4. The applicable data, security, support, service-level, offboarding, and use policies, including the Data Processing Addendum, Security Addendum, Service Level Agreement, Support Services Policy, Acceptable Use Policy, Subprocessor List, and, for BYOC deployments, any VeloDB BYOC Offboarding Guide or customer-specific offboarding exhibit, in each case only to the extent applicable or incorporated.

Public webpages, trust center materials, security questionnaires, architecture diagrams, product documentation, and diligence materials do not create contractual commitments unless expressly incorporated by this Agreement, an Order Form, or an addendum or exhibit.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Acceptable Use Policy" means the VeloDB Acceptable Use Policy incorporated into the Agreement, an Order Form, or an approved customer-facing policy location.

"Authorized User" means Customer's employees, contractors, agents, and Affiliates authorized by Customer to access or use the Services for Customer's benefit.

"BYOC Addendum" means the VeloDB BYOC Addendum.

"BYOC Offboarding Guide" means any VeloDB BYOC Offboarding Guide, customer-specific offboarding exhibit, or offboarding workflow incorporated for BYOC Services.

"Cloud Addendum" means the VeloDB Cloud Addendum, unless the parties incorporate a differently titled cloud service agreement or product addendum.

"Customer" means the entity or individual accepting this Agreement or identified in the applicable Order Form.

"Customer Data" means data, content, databases, files, logs, queries, results, or other materials submitted to, stored in, processed by, or made available through the Services by or for Customer.

"Customer Personal Data" has the meaning given in the VeloDB Data Processing Addendum.

"Documentation" means the technical documentation for the Services made available by VeloDB.

"DPA" means the VeloDB Data Processing Addendum.

"Order Form" means an ordering document, online checkout, marketplace order, statement of work, or other written ordering record accepted by VeloDB that identifies Services purchased by Customer.

"Security Addendum" means the VeloDB Security Addendum.

"Services" means VeloDB Cloud, SaaS warehouses, BYOC warehouses, cloud service components, support services, professional services if expressly ordered, software, Documentation, and other products or services ordered by Customer and provided by VeloDB, as applicable.

"SLA" means the VeloDB Cloud Service Level Agreement.

"Subprocessor List" means the VeloDB Subprocessor List.

"Support Services Policy" or "Support Policy" means the VeloDB Support Services Policy incorporated into the Agreement, an Order Form, or an approved customer-facing policy location.

"Usage Data" means operational, technical, telemetry, diagnostic, security, performance, configuration, billing, and usage information relating to the performance, reliability, security, support, configuration, billing, or use of the Services. Usage Data excludes Customer Data in identifiable form.

"VeloDB" means the VeloDB contracting entity identified in the applicable Order Form, or if no entity is identified, VELODB TECHNOLOGY INTERNATIONAL PTE. LTD. and its U.S. subsidiary VELODB INC., as applicable.

2. Agreement Structure and Order Forms

2.1 Agreement Documents. The Agreement includes these General Terms and Conditions, each Order Form, applicable product or service-specific addenda, and any policy, exhibit, or customer-specific term expressly incorporated by an Order Form, product addendum, or this Agreement, in each case to the extent applicable to the ordered Services.

2.2 Order Forms. The Order Form controls customer-specific details such as contracting entity, products and services ordered, deployment model, subscription term, usage quantities, fees, payment schedule, support tier, region, special commercial terms, incorporated documents, governing law or dispute forum if different from the default terms below, and customer-specific exceptions.

2.3 Order of Precedence. If there is a conflict among documents, the following order controls for the conflicting subject matter unless an executed Order Form expressly states otherwise: (a) an executed Order Form for customer-specific commercial, deployment, service-scope, and exception terms; (b) a product or service-specific addendum for its subject matter; (c) the DPA for Processing of Customer Personal Data; (d) the Security Addendum for security controls; (e) these General Terms and Conditions; and (f) Documentation, policies, and operational materials incorporated by reference.

2.4 Marketplace and Reseller Orders. If Customer purchases through a cloud marketplace or reseller, marketplace or reseller terms may govern procurement mechanics between Customer and that marketplace or reseller. This Agreement governs Customer's use of the Services as between Customer and VeloDB unless otherwise stated in the applicable Order Form.

2.5 Affiliates. Customer Affiliates may use the Services under Customer's account or under an Order Form accepted by VeloDB. Customer is responsible for its Affiliates' and Authorized Users' compliance with this Agreement.

3. Services and Use Rights

3.1 Provision of Services. During the applicable Order Form term and subject to this Agreement, VeloDB will provide the Services to Customer and grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes.

3.2 Authorized Users. Customer may permit Authorized Users to use the Services for Customer's benefit. Customer is responsible for all activity under its accounts and for Authorized Users' compliance with this Agreement.

3.3 Accounts and Credentials. Customer is responsible for maintaining the confidentiality and security of accounts, credentials, access keys, roles, network settings, cloud configurations, and other Customer-controlled configurations. Customer will promptly notify VeloDB of any unauthorized access to or use of the Services of which Customer becomes aware.

3.4 Documentation and Changes. Customer will use the Services in accordance with the Documentation. VeloDB may update the Services and Documentation from time to time, provided those updates do not materially reduce VeloDB's obligations for active Order Forms except as permitted by this Agreement, the applicable Order Form, or applicable law.

3.5 Trials, Previews, and Beta Features. VeloDB may provide free trials, previews, beta features, or evaluation Services. Such Services are provided for evaluation, are not intended for production use unless expressly stated, may be changed or discontinued at any time, and are provided without service level commitments unless otherwise stated in writing. The SLA does not apply to testing or trial clusters unless VeloDB expressly states otherwise in writing.

3.6 Future Features. Customer's purchases are not contingent on delivery of future features, roadmap items, public statements, previews, or product plans unless expressly stated in the applicable Order Form or signed agreement.

4. Cloud Services and Product Addenda

4.1 Cloud Services. If Customer orders VeloDB Cloud or other VeloDB-hosted cloud services, the Cloud Addendum applies to those Services to the extent incorporated by this Agreement or the applicable Order Form. VeloDB Cloud may be provided through SaaS warehouses or BYOC warehouses, depending on the ordered deployment model.

4.2 Cloud-Specific Terms. References to the Cloud Addendum include any VeloDB cloud service addendum, cloud service agreement, or cloud-specific product terms incorporated for the ordered Services.

4.3 SaaS Warehouses. A SaaS warehouse is provided by VeloDB Cloud with VeloDB-managed resources and services. Customer does not need to manage the underlying infrastructure for SaaS warehouses, except for Customer-controlled configurations, data, users, credentials, integrations, and applications.

4.4 BYOC Services. If Customer orders BYOC Services, the VeloDB BYOC Addendum, any BYOC Offboarding Guide, and any BYOC exhibit or Order Form terms apply to the BYOC Services. Customer is responsible for Customer-controlled cloud resources and will not modify or delete VeloDB-created BYOC resources except as permitted by the Documentation, Order Form, or BYOC Addendum.

4.5 Self-Managed or Licensed Software. If Customer orders self-managed software, licensed software, VeloDB Enterprise, or similar products, the applicable Customer License Agreement, license terms, self-managed addendum, or Order Form terms will apply to that software.

5. Customer Responsibilities and Acceptable Use

5.1 Customer Responsibilities. Customer is responsible for: (a) Customer Data; (b) obtaining all rights, notices, consents, and legal bases required for Customer Data; (c) configuring the Services appropriately for Customer's intended use; (d) backing up Customer Data as appropriate to Customer's risk profile; (e) using the Services in compliance with laws, Documentation, and the Acceptable Use Policy; and (f) Customer-controlled networks, cloud environments, accounts, credentials, keys, applications, data pipelines, and integrations.

5.2 Restrictions. Customer will not: (a) reverse engineer, decompile, or attempt to derive source code from the Services except as permitted by law; (b) use the Services to develop a competing service; (c) remove proprietary notices; (d) use the Services in violation of the Acceptable Use Policy; (e) interfere with the security, integrity, or performance of the Services; (f) access the Services to conduct testing, benchmarking, scraping, probing, security assessments, stress tests, load tests, or similar activities except as permitted by the Acceptable Use Policy or with VeloDB's written approval; or (g) modify or delete VeloDB-created BYOC cloud resources in a way that may disrupt the Services, except as expressly permitted by the Documentation, Order Form, or BYOC Addendum.

5.3 Customer Systems and Third-Party Services. Customer is responsible for third-party services, cloud providers, applications, data sources, identity providers, network connections, and systems that Customer chooses to connect to or use with the Services, except to the extent VeloDB expressly assumes responsibility in an Order Form or addendum.

5.4 Acceptable Use Details. The Acceptable Use Policy effective June 1, 2026 governs restricted-use categories, benchmarking and public comparisons, security testing, security research, abusive automation, and enforcement. Restricted-use categories include Restricted Data, classified or export-controlled data, sanctioned or unlawful activity, malware, phishing, credential harvesting, spam, cryptocurrency mining or resource-hoarding workloads, unlawful surveillance or other harmful activity, competitive misuse, and high-risk activities described in Section 17.5 unless VeloDB approves the use case in writing. Customer may conduct internal, non-public benchmarks of generally available Services within applicable usage limits and Documentation, and may publish benchmark or comparative claims only under the Acceptable Use Policy's replication, confidentiality, accuracy, and generally available service conditions. Customer must obtain VeloDB's prior written approval before any security testing that targets or may affect VeloDB-controlled systems, BYOC Control Plane components, VeloDB-created cloud resources, other customers, or cloud-provider shared infrastructure; requests should include the proposed scope, timing, methods, source IPs, accounts, target resources, expected traffic levels, emergency contacts, and safeguards.

6. Customer Data, Usage Data, and Privacy

6.1 Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest in Customer Data. VeloDB obtains no ownership rights in Customer Data.

6.2 License to Provide Services. Customer grants VeloDB and its Affiliates, personnel, contractors, and Subprocessors the limited rights necessary to host, process, transmit, display, copy, secure, troubleshoot, support, and otherwise use Customer Data to provide, maintain, secure, support, and perform the Services, comply with Customer instructions, and perform this Agreement.

6.3 Usage Data and Operational Records. VeloDB may collect and use Usage Data, including operational metrics, service logs, query metadata, feature usage information, diagnostic information, security signals, account and administration metadata, access and audit records, alert records, support records, and billing-related usage records, to operate, secure, support, analyze, bill, and improve the Services. Usage Data excludes Customer Data in identifiable form. VeloDB will not disclose Usage Data to third parties in a form that identifies Customer or Customer Confidential Information except as permitted by this Agreement, applicable addenda, or Customer's written instructions.

6.4 Customer Data in Logs, Queries, Results, and Support Materials. Customer Data remains Customer Data if it appears in logs, query text, query history, query records, query profiles, screenshots, alert payloads, diagnostics, support records, or other operational records. Query results are Customer Data to the extent they contain Customer Data and are not general Usage Data. Query text, profiles, logs, diagnostics, and support materials may contain Customer Data, Customer Confidential Information, or Customer Personal Data depending on Customer inputs, feature configuration, enabled logging, and support workflow; those records are handled under this Agreement, the DPA, the Security Addendum, approved retention materials, and any applicable Order Form or customer-specific exhibit.

6.5 Customer Controls and Customer-Configured Destinations. Customer is responsible for configuring roles, permissions, exports, downloads, backups, Customer-controlled cloud resources, Customer-configured alert destinations, webhooks, identity providers, monitoring tools, storage locations, and third-party integrations. Customer should avoid submitting restricted or unnecessary sensitive Customer Data in query text, logs, diagnostics, screenshots, samples, support tickets, or attachments unless VeloDB has approved the use case in writing or the applicable Order Form, DPA, or support materials allow it.

6.6 No Training on Identifiable Customer Data. VeloDB will not use identifiable Customer Data to train generalized artificial intelligence models unless Customer expressly authorizes that use in writing.

6.7 Privacy Notice. VeloDB's processing of business contact, account, website, marketing, and relationship information as an independent controller is described in the VeloDB Privacy Policy.

6.8 Return, Export, Deletion, and Retention. Upon expiration or termination of the applicable Services, Customer may export Customer Data using available Service functionality during the period specified in the applicable Order Form, Documentation, DPA, or approved offboarding materials. VeloDB will delete Customer Data from VeloDB-controlled systems in accordance with the DPA, applicable product or customer-specific terms, approved retention materials, and standard deletion practices, unless retention is required by law or this Agreement. Deletion, return, and export may require processing time to propagate through applicable systems, backups, archives, and Subprocessors, and backup, audit, security, legal, tax, accounting, support, and dispute records may follow separate retention or legal-hold treatment.

6.9 Detailed Category Treatment. Detailed classification, data paths, access controls, retention periods, deletion triggers, export options, customer controls, legal holds, backup treatment, support-record treatment, subprocessor treatment, source and destination systems, and publication boundaries for Usage Data, logs, query text, query results, diagnostics, telemetry, support records, access records, backup metadata, and related operational records may be described in approved product terms, Logging and Telemetry Controls, the Retention Schedule, the DPA, the Security Addendum, an Order Form, or a customer-specific exhibit. Unless a specific period or control is stated in those approved materials, this Agreement does not create a fixed universal retention period or deletion timeline for every record category.

7. DPA, Security Addendum, and Subprocessors

7.1 Data Processing Addendum. The DPA applies to VeloDB's Processing of Customer Personal Data on Customer's behalf in connection with the Services.

7.2 Security Addendum. VeloDB will maintain an information security program and technical and organizational measures as described in the Security Addendum.

7.3 Subprocessors. VeloDB may use Subprocessors to provide the Services as described in the DPA and the Subprocessor List. Not every Subprocessor applies to every Service, deployment model, region, or customer environment.

7.4 BYOC Cloud Provider Classification. For BYOC or customer-managed cloud deployments, Customer's selected cloud provider may act as Customer's direct provider for Customer-controlled resources and may not be acting as VeloDB's Subprocessor for those resources. The same provider may still act as VeloDB's Subprocessor for VeloDB-controlled systems, control-plane services, support workflows, monitoring, billing, account administration, diagnostics, or other Service components controlled by VeloDB.

7.5 Subprocessor Changes and Objections. Subprocessor change notices, objection rights, update mechanisms, and archives are handled under the DPA, Subprocessor List, applicable Order Form, or applicable law. For changes governed by the DPA notice process, VeloDB provides at least thirty (30) calendar days' advance notice, Customer may object within ten (10) calendar days on reasonable grounds relating to data protection, and VeloDB may proceed only if Customer does not submit a timely objection or a timely objection is resolved.

7.6 Security Incidents. VeloDB will notify Customer of Security Incidents affecting Customer Personal Data in accordance with the DPA.

7.7 DPA, Security, and Subprocessor Visibility. The DPA, Security Addendum, Subprocessor List, transfer materials, retention materials, offboarding materials, and security evidence may be posted publicly, provided through the VeloDB Trust Center, shared through an approved request-access process, attached to an Order Form, or otherwise provided to Customer depending on VeloDB's approved publication and customer-sharing process. Final Subprocessor legal entities, service applicability, data categories, Processing locations, transfer safeguards, notice mechanisms, objection process, and archive process are controlled by the approved Subprocessor List, DPA, Order Form, or applicable law.

8. Support and SLA

8.1 Support. VeloDB will provide support for the Services in accordance with the applicable Order Form and the Support Services Policy.

8.2 Service Levels. VeloDB Cloud availability commitments and service credit remedies are described in the SLA. Service credits or vouchers are Customer's sole and exclusive remedy for VeloDB Cloud availability failures, unless the SLA states otherwise. The SLA applies to eligible paid production VeloDB Cloud Services covered by the Agreement, Cloud Addendum, applicable ordering record or service plan, subject to the SLA's exclusions and any customer-specific Order Form terms. BYOC availability commitments apply only if the applicable Order Form, checkout flow, marketplace order, service plan, or other accepted ordering record expressly references the SLA or identifies the applicable BYOC Services as covered by it. Customer-specific SLA variations, and exclusions for Customer-controlled resources, cloud-provider services, trials, previews, beta features, testing clusters, customer-managed keys, customer networks, Customer applications and other causes outside VeloDB's reasonable control are handled under the SLA, BYOC Addendum, Documentation, or Order Form.

8.3 Maintenance. VeloDB may perform maintenance, updates, and changes to the Services. VeloDB will use commercially reasonable efforts to provide advance notice of scheduled maintenance that materially affects production availability.

8.4 Support Access and Diagnostic Data. Support access, remote access, diagnostic data, support tickets, customer-submitted logs, screenshots, attachments, and related support records may be further described in the Support Services Policy, Security Addendum, DPA, Order Form, support materials, or customer-specific exhibit. Where support requires access to Customer-controlled environments, Customer-controlled cloud resources, or non-public Customer materials, such access is subject to Customer approval, available technical controls, the applicable Order Form, or the approved support workflow. VeloDB may request information, logs, diagnostics, configuration details, reproduction steps, temporary access, screenshots, attachments, or similar materials reasonably needed for support, troubleshooting, security, or incident response. Support-record retention, access locations, and Subprocessor routing are handled under Sections 6 and 7, the DPA, the Support Services Policy, approved retention materials, and any applicable Order Form or customer-specific exhibit.

9. Fees, Payment, Taxes, Marketplace, and Reseller

9.1 Fees. Customer will pay all fees stated in the applicable Order Form. Except as expressly stated in the Order Form, fees are non-cancellable and non-refundable.

9.2 Payment. Customer will pay invoices in U.S. dollars within the payment period stated in the Order Form. If no payment period is stated, payment is due within thirty (30) days after invoice date.

9.3 Taxes. Fees exclude taxes, duties, levies, and similar governmental assessments. Customer is responsible for all taxes associated with its purchases, excluding taxes based on VeloDB's net income.

9.4 Payment Disputes. Customer must notify VeloDB in writing of any good faith invoice dispute before the invoice due date and pay all undisputed amounts on time. The parties will work in good faith to resolve invoice disputes promptly.

9.5 Overdue Amounts. Overdue undisputed amounts may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by law. VeloDB may suspend Services for non-payment of undisputed overdue amounts after providing reasonable notice.

9.6 Marketplace and Reseller Billing. Marketplace, reseller, private offer, or channel transactions may be billed through the applicable marketplace, reseller, or channel partner. Procurement and billing mechanics for marketplace, private offer, reseller, or channel transactions may be governed by the applicable marketplace, reseller, or channel terms, but this Agreement governs Customer's use of the Services as between Customer and VeloDB unless otherwise stated in the Order Form.

9.7 Payment Channels, Credits, and Refunds. Depending on the ordering process, VeloDB may support invoicing, credit card, prepaid balance, cash balance, voucher, marketplace, reseller, or other approved payment channels. Usage-based charges, credits, vouchers, balance exhaustion, failed-payment handling, and service stop or suspension rules may be described in the applicable Order Form, online checkout flow, billing Documentation, marketplace terms, reseller terms, or customer-specific commercial terms. Credits and vouchers are not cash, are not transferable, and are not refundable unless the applicable Order Form, SLA, billing terms, or law states otherwise. Except as expressly stated in this Agreement, an Order Form, the SLA, or applicable law, fees remain non-cancellable and non-refundable.

10. Confidentiality

10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including Customer Data, business plans, product roadmaps, security materials, pricing, Order Forms, technical information, and non-public Documentation.

10.2 Obligations. The receiving party will: (a) protect Confidential Information using at least reasonable care; (b) use Confidential Information only to perform or exercise rights under this Agreement; and (c) disclose Confidential Information only to personnel, Affiliates, contractors, advisers, and service providers who need to know it and are bound by confidentiality obligations.

10.3 Exclusions. Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or rightfully received from a third party without confidentiality obligation.

10.4 Compelled Disclosure. The receiving party may disclose Confidential Information when required by law, provided it gives reasonable notice where legally permitted and cooperates with efforts to limit disclosure.

10.5 Trust Center and Security Materials. VeloDB may make security, privacy, compliance, and trust materials available through public pages, the VeloDB Trust Center, request-access workflows, questionnaires, or customer-specific diligence channels. Non-public reports, audit evidence, questionnaires, security responses, and trust materials are VeloDB Confidential Information unless VeloDB states otherwise in writing.

10.6 Liability Treatment. Liability for breach of confidentiality obligations is handled under Section 14. Under Section 14.3, the general liability cap does not apply to either party's confidentiality obligations unless an applicable Order Form, signed agreement, or law requires a different treatment.

11. IP and Feedback

11.1 VeloDB IP. VeloDB and its licensors retain all rights in the Services, Documentation, software, technology, templates, know-how, and related intellectual property.

11.2 Customer IP. Customer retains all rights in Customer Data and Customer's pre-existing materials.

11.3 Feedback. If Customer provides suggestions, ideas, comments, or feedback regarding the Services, VeloDB may use them without restriction or obligation, provided VeloDB does not disclose Customer Confidential Information.

11.4 Software and Open Source. Software, self-managed products, open-source components, and third-party components may be subject to additional license terms, notices, or restrictions identified in the applicable Documentation, Order Form, product-specific terms, or Customer License Agreement.

11.5 Customer Identification. VeloDB may identify Customer as a customer in ordinary customer lists, websites, and marketing materials using Customer's name and logo, unless the applicable Order Form states otherwise or Customer notifies VeloDB in writing that it does not permit such use. After receiving Customer's written opt-out notice, VeloDB will stop new public uses of Customer's name and logo and use commercially reasonable efforts to remove Customer's name and logo from ordinary customer lists and public website materials under VeloDB's control within a reasonable period, subject to archival materials, legally required records, previously distributed materials, and materials outside VeloDB's control. Press releases, case studies, quotes, or detailed public customer stories require Customer's separate approval unless the applicable Order Form states otherwise.

12. Warranties and Disclaimers

12.1 Mutual Authority. Each party represents that it has the legal power and authority to enter into this Agreement.

12.2 Services Warranty. VeloDB warrants that, during the applicable Order Form term, the Services will materially conform to the Documentation. Customer's exclusive remedy for breach of this warranty is for VeloDB to use commercially reasonable efforts to correct the non-conformity or, if VeloDB cannot do so, terminate the affected Services and refund prepaid unused fees for the terminated portion.

12.3 Disclaimer. Except as expressly stated in this Agreement, the Services are provided "as is" and "as available." VeloDB disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, to the maximum extent permitted by law.

12.4 Warranty Exclusions. The warranty in Section 12.2 does not apply to trials, previews, beta features, evaluation Services, non-production Services, unsupported use, Customer modifications, Customer-controlled systems, Customer Data, third-party services, or issues caused by Customer's breach of this Agreement, except to the extent an Order Form expressly states otherwise.

13. Indemnification

13.1 VeloDB IP Indemnity. VeloDB will defend Customer against third-party claims alleging that Customer's authorized use of the Services infringes that third party's intellectual property rights, and will pay damages finally awarded or settlements approved by VeloDB. VeloDB has no obligation for claims arising from Customer Data, Customer modifications, third-party services, unsupported use, or use after VeloDB provides a non-infringing alternative.

13.2 Customer Indemnity. Customer will defend VeloDB against third-party claims arising from Customer Data, Customer's violation of law, Customer's breach of the Acceptable Use Policy, or Customer's unauthorized use of the Services, and will pay damages finally awarded or settlements approved by Customer.

13.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided no settlement may impose non-monetary obligations on the indemnified party without its consent.

13.4 IP Remedies and Exclusive Remedy. If VeloDB reasonably believes the Services may be subject to an infringement claim, VeloDB may procure the right for Customer to continue using the affected Services, modify or replace the affected Services to make them non-infringing without materially reducing core functionality, or terminate the affected Services and refund prepaid unused fees for the terminated portion. This Section 13 states Customer's sole and exclusive remedy for third-party intellectual property claims covered by Section 13.1. Liability for indemnification obligations is handled under Section 14.

14. Limitation of Liability

14.1 Exclusion of Damages. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business interruption, even if advised of the possibility of such damages.

14.2 General Cap. Except for excluded claims, each party's aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer for the affected Services during the twelve (12) months before the event giving rise to liability.

14.3 Excluded Claims. The liability cap does not apply to Customer's payment obligations, either party's confidentiality obligations, indemnification obligations, infringement or misappropriation of intellectual property rights, or liability that cannot be limited by law.

14.4 Special Caps by Order Form. Privacy, security, data-protection, confidentiality, indemnity, or other claim categories are subject to the general cap, excluded from the cap, or subject to an enhanced cap only as stated in this Section 14, the applicable Order Form, a signed agreement, the DPA, or other final legal terms applicable to the ordered Services.

15. Suspension

15.1 Suspension Rights. VeloDB may suspend Customer's or an Authorized User's access to the Services if: (a) Customer fails to pay undisputed overdue amounts after notice; (b) Customer's use creates a material security risk or may harm VeloDB, the Services, other customers, or third parties; (c) Customer violates the Acceptable Use Policy; (d) suspension is required by law; or (e) Customer's use materially exceeds agreed usage limits.

15.2 Scope of Suspension. VeloDB will use commercially reasonable efforts to limit suspension to the affected Services and restore access when the cause is resolved.

15.3 Emergency Action. VeloDB may take immediate action without prior notice where reasonably necessary to address an urgent security, legal, operational, or service-integrity risk, provided VeloDB will use commercially reasonable efforts to notify Customer promptly after taking action.

15.4 Notice and BYOC Effects. For non-payment of undisputed overdue amounts, VeloDB will provide written notice and a reasonable opportunity to cure before suspension unless the applicable Order Form, billing terms, marketplace terms, or law permits a different process. Emergency suspension may occur immediately under Section 15.3. For BYOC Services, suspension may affect VeloDB-controlled Control Plane functions, support, monitoring, upgrades, account access, or other service components, but Customer remains responsible for Customer-controlled cloud resources, cloud-provider charges, data export, retention, security, and cleanup unless the applicable Order Form or BYOC terms state otherwise.

16. Term, Termination, Return, and Deletion

16.1 Term. This Agreement begins when Customer accepts it or first uses the Services and continues until all Order Forms have expired or been terminated.

16.2 Order Term. Each Order Form will remain in effect for the term stated in that Order Form. Pay-as-you-go or monthly subscriptions renew monthly unless cancelled in accordance with the applicable ordering process.

16.3 Termination for Cause. Either party may terminate this Agreement or an affected Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice. Either party may terminate immediately if the other party becomes insolvent, ceases business operations, or is subject to bankruptcy or similar proceedings not dismissed within a reasonable period.

16.4 Effect of Termination. Upon termination or expiration, Customer's right to use the affected Services ends, Customer will pay all outstanding amounts, and provisions intended to survive will survive, including confidentiality, payment, intellectual property, disclaimers, indemnification, limitation of liability, data protection, and general provisions.

16.5 Return, Export, and Deletion. Return, export, deletion, offboarding, backup deletion, legal-hold, support-record, and customer-cloud cleanup treatment will be handled under the DPA, applicable Order Form, Documentation, retention materials, offboarding materials, any BYOC Offboarding Guide, or customer-specific exhibit. Customer is responsible for completing required exports, backups, evidence collection, migration, or preservation steps before taking destructive actions such as deleting warehouses, storage, keys, identities, network paths, deployment artifacts, or support access paths.

16.6 BYOC Offboarding Responsibilities. For BYOC Services, Customer remains responsible for exporting, retaining, deleting, preserving, revoking, or deprovisioning Customer Data and Customer-controlled resources in the Customer Cloud Environment. VeloDB has no obligation to delete Customer-owned cloud resources unless the applicable Order Form, BYOC offboarding workflow, or customer-specific exhibit expressly states otherwise.

16.7 Renewal, Cancellation, and Offboarding Details. Renewal, cancellation, export windows, deletion timelines, backup overwrite timing, retained-record categories, BYOC offboarding states, access-path timing, and customer-facing offboarding confirmations are governed by the applicable Order Form, Documentation, DPA, approved retention materials, approved offboarding materials, BYOC terms, or customer-specific exhibit. Unless those materials state a specific period or workflow, this Agreement does not create a fixed universal export window, deletion timeline, backup overwrite period, offboarding state model, or deletion certificate obligation for every Service or record category.

17. Compliance, Export, Sanctions, and Restricted Data

17.1 Compliance with Laws. Each party will comply with laws applicable to its performance under this Agreement.

17.2 Export, Sanctions, and Anti-Corruption. Each party will comply with export control, sanctions, anti-corruption, anti-money laundering, and similar laws applicable to its performance under this Agreement. Customer will not use the Services in violation of such laws and will not permit access by persons or entities restricted under applicable sanctions laws.

17.3 Restricted Data. Customer will not submit protected health information, payment card data, children's data, biometric data, consumer health data, government identifiers, classified information, export-controlled data, data subject to the International Traffic in Arms Regulations, or other data subject to specialized legal regimes (collectively, "Restricted Data") unless the parties have executed any required additional terms and VeloDB has confirmed that the applicable Services configuration supports that use case. Public statements about VeloDB's compliance program, certifications, Trust Center document availability, or other compliance materials do not, by themselves, authorize Customer to submit Restricted Data to the Services.

17.4 Customer Legal Basis. Customer is responsible for determining whether the Services are appropriate for Customer's intended use and for obtaining any required notices, consents, permissions, and legal bases for Customer Data.

17.5 High-Risk Activities. Customer will not use the Services for life-support systems, weapons systems, emergency response systems, critical infrastructure control, or other uses where failure of the Services could reasonably be expected to result in death, personal injury, or severe physical, environmental, or property damage, unless VeloDB expressly approves the use case in writing.

17.6 Screening and Additional Terms. VeloDB may screen customers, users, transactions, workloads, and usage signals for sanctions, export control, fraud, abuse, security, compliance, and restricted-use risks, and may reject, suspend, or terminate access where reasonably necessary to comply with law, enforce this Agreement, or protect the Services. Customer may not submit classified information, export-controlled technical data, sanctions-restricted data, or other Restricted Data unless VeloDB has approved the use case in writing, the applicable Services configuration supports the use case, and the parties have executed any required additional terms, such as a DPA schedule, business associate agreement, security exhibit, regional terms, or customer-specific addendum.

18. Updates, Notices, Assignment, Force Majeure, and Governing Law

18.1 Version Control. VeloDB may publish updated versions of these General Terms and Conditions and incorporated online policies or addenda from time to time. Each published version will identify an effective date or last updated date. VeloDB may maintain archived versions of public legal terms for reference.

18.2 Active Order Forms. Updates to these General Terms and Conditions, online policies, or addenda will not materially reduce Customer's rights or VeloDB's obligations for Services during an active Order Form term unless required by law, expressly permitted by the applicable Order Form, or agreed by Customer.

18.3 Operational Policies. Product-specific addenda, Subprocessor information, support policies, service level terms, security materials, logging and telemetry controls, retention schedules, offboarding guides, and similar operational or compliance materials may be updated separately from these General Terms and Conditions in accordance with their own notice, versioning, and change-control terms.

18.4 Pay-As-You-Go Services. Customer's continued use of pay-as-you-go Services after an updated online term becomes effective constitutes acceptance of the updated term for that use.

18.5 Notices. Notices must be in writing and delivered to the addresses or email contacts stated in the applicable Order Form. Notices to VeloDB may also be sent to support@velodb.io unless a different legal notice address is stated in the Order Form. Privacy notices may be sent to privacy@velodb.io.

18.6 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

18.7 Force Majeure. Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, excluding Customer's payment obligations.

18.8 Contracting Entity and Regional Terms. The applicable Order Form may identify the VeloDB contracting entity, regional terms, governing law, dispute forum, or notice address for a specific customer or region. If the Order Form identifies a different VeloDB contracting entity, governing law, dispute forum, or notice address, the Order Form controls for that customer relationship.

18.9 Default Governing Law. Unless the applicable Order Form states otherwise, this Agreement is governed by the laws of Singapore, without regard to conflict of law rules.

18.10 Default Dispute Resolution. Unless the applicable Order Form states otherwise, the parties will first attempt to resolve disputes through good faith negotiations. If unresolved, disputes will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules. The seat of arbitration will be Singapore and the language of arbitration will be English. Either party may seek injunctive or equitable relief in court for confidentiality, intellectual property, security, or unauthorized use matters.

18.11 Regional Contracting Defaults. Unless VeloDB publishes a regional contracting table or the applicable Order Form states otherwise, the VeloDB contracting entity is determined under the definition of VeloDB in Section 1, and the default governing law and dispute resolution terms in Sections 18.9 and 18.10 apply. A U.S. or regional VeloDB Affiliate, including VELODB INC., applies only where identified in the applicable Order Form, online checkout flow, marketplace order, or other approved ordering record.

18.12 Entire Agreement. This Agreement is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous understandings on that subject.

18.13 Severability and Waiver. If a provision is unenforceable, the remaining provisions remain effective. A waiver must be in writing and does not waive future breaches.