End User License Agreement (EULA)

⚠️ TEMPLATE — NOT LEGAL ADVICE. Review with qualified counsel and complete the [PLACEHOLDERS] before relying on it.

Software: Vinea — Importer Outreach (the "Software" / "Service") Licensor: Operal AG, [REGISTERED ADDRESS] ("Operal", "we", "us"). Effective date: on first access / sign-in by the user ("you", "Licensee").

The Software was created and is owned by Operal AG and was ideated by Nicholas Stein in the course of his work for Operal AG. By signing in to or using the Software, you agree to this EULA. If you do not agree, do not use the Software.

1. Licence grant

Subject to your compliance with this EULA and payment of any applicable subscription fees, Operal grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software, in hosted form, for your internal business purpose of discovering and contacting prospective importers, for the duration of your active subscription term (the "Term").

2. Subscription term & fees

2.1 The Software is licensed on a subscription basis. Access is granted for the Term stated in your order/plan and renews per that plan unless cancelled. 2.2 If the subscription is not renewed, or fees are not paid when due, the licence in Section 1 ends and your access may be disabled. 2.3 Fees, billing period, and any taxes are as set out in your order form or plan selection. Except where required by law, fees are non-refundable.

3. Restrictions

You shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse-engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent this restriction is prohibited by applicable law; (c) sell, rent, lease, sublicense, distribute, or provide the Software to any third party, or use it on a service-bureau basis; (d) remove or obscure any proprietary notices; (e) use the Software to build a competing product or to extract its data for resale; (f) exceed the seats/usage limits of your plan, or share credentials.

4. Ownership

The Software, and all intellectual property rights in it (including the concept ideated by Nicholas Stein), are and remain the exclusive property of Operal AG. This EULA grants a licence only; no ownership is transferred. All rights not expressly granted are reserved.

5. Acceptable use & responsibility for outreach

5.1 Your use is subject to the Acceptable Use Policy (ACCEPTABLE_USE_POLICY.md) and Terms of Service (TERMS_OF_SERVICE.md), which are incorporated by reference. 5.2 You are solely responsible for the outreach you send, the recipients you select, and compliance with all applicable laws (including GDPR/ePrivacy, CAN-SPAM, and CASL). You must review and approve AI-generated content before sending.

6. Data protection

Processing of personal data is described in the Privacy Policy (PRIVACY_POLICY.md). Where Operal processes personal data on your behalf, it does so as your processor under the applicable Data Processing Agreement; you act as controller and warrant a lawful basis for the contacts you process.

7. Third-party services

The Software relies on third-party services (e.g. cloud hosting, AI models via the Vercel AI Gateway, web search/scraping, and email delivery). Their outputs and availability are outside Operal's control and may be subject to their own terms.

8. Confidentiality

The Software and any non-public information disclosed by Operal are confidential. You will not disclose them except to your personnel who need them and are bound by confidentiality obligations.

9. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DISCOVERED DATA OR AI OUTPUT WILL BE ACCURATE OR LAWFUL TO USE. Mandatory statutory rights that cannot be excluded are unaffected.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERAL IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OPERAL'S TOTAL AGGREGATE LIABILITY UNDER THIS EULA IS LIMITED TO THE FEES YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Nothing limits liability that cannot be limited by law (e.g. for intent, gross negligence, or personal injury).

11. Indemnity

You will indemnify Operal against claims and costs arising from your use of the Software, the content you send, your selection of recipients, or your breach of this EULA or applicable law.

12. Term & termination

12.1 This EULA applies for the duration of your Term. 12.2 Operal may suspend or terminate the licence for breach (including non-payment or AUP violation) or as required for legal/security reasons. 12.3 On termination, the licence ends and you must stop using the Software. Data handling on termination follows the Privacy Policy / DPA.

13. Governing law

This EULA is governed by the laws of [Switzerland / EU MEMBER STATE], excluding conflict-of-laws rules. The competent courts of [CITY / CANTON] have exclusive jurisdiction, subject to mandatory law.

14. Entire agreement

This EULA, together with the Terms of Service, Acceptable Use Policy, and Privacy Policy, is the entire agreement regarding the Software and supersedes prior understandings. If any provision is unenforceable, the rest remains in effect.

15. Contact

Operal AG, [REGISTERED ADDRESS] — [CONTACT EMAIL].