Terms & Conditions

1. Definitions

As used in this Agreement, the following terms have the meanings set forth below. Additional defined terms may be set forth in individual Order Forms.

1.1 “Agreement” means this Master Subscription Agreement, together with all Order Forms, exhibits, and amendments incorporated herein.

1.2 “Confidential Information” has the meaning set forth in Section 10.

1.3 “Customer Data” means any data, content, or materials uploaded, transmitted, or otherwise provided by Customer or its users through or in connection with the Platform or Services.

1.4 “Documentation” means VIE’s then-current user manuals, technical specifications, installation guides, and other written materials relating to the Hardware or Platform made available by VIE.

1.5 “Hardware” means the physical devices, sensors, equipment, and related components manufactured or supplied by VIE and identified in an Order Form.

1.6 “Installation Site” means the physical location(s) designated by Customer in an Order Form at which VIE will install the Hardware and/or perform Services. Installation Sites may include, without limitation, electrical substations, high-voltage switching yards, transmission facilities, industrial plants, and other potentially hazardous environments.

1.7 “Intellectual Property Rights” means all patents, patent applications, copyrights, trademarks, trade secrets, know-how, and all other proprietary rights recognized under applicable law.

1.8 “Order Form” means a written order document signed by authorized representatives of both Parties, substantially in the form of Exhibit A attached hereto, which incorporates and is governed by this Agreement. Each Order Form constitutes a separate, binding contract between the Parties for the specific scope of Hardware, Platform access, and/or Services described therein.

1.9 “Platform” or “Software” means VIE’s proprietary software-as-a-service platform, firmware, mobile applications, and related technology made available to Customer under this Agreement.

1.10 “Services” means the professional services performed by VIE, including installation, configuration, commissioning, training, and ongoing support services, as described in an Order Form.

1.11 “Subscription” means Customer’s right to access and use the Platform and Hardware during the Subscription Term in accordance with this Agreement and the applicable Order Form.

1.12 “Subscription Fees” means the recurring fees payable by Customer for the Subscription, as set forth in the applicable Order Form.

1.13 “Subscription Start Date” has the meaning set forth in Section 2.2.

1.14 “Subscription Term” has the meaning set forth in Section 6.

1.15 “Update” means any bug fixes, patches, minor version updates, or enhancements to the Platform that VIE makes generally available to its subscription customers at no additional charge.

2. Order Forms

2.1 Order Form Process

The Parties shall execute one or more Order Forms during the term of this Agreement. Each Order Form shall reference this Agreement, identify the Hardware, Platform, and/or Services to be provided, specify the applicable Installation Site(s), and set forth the commercial terms for that order. This Agreement may support multiple, concurrent Order Forms, each establishing a separate but related subscription engagement. In the event of any conflict between the terms of an Order Form and this Agreement, the terms of this Agreement shall control unless the Order Form expressly states that a specific provision of this Agreement is superseded.

2.2 Binding Effect of Order Forms

Each executed Order Form is legally binding upon the Parties as a standalone agreement incorporating this Agreement by reference. Customer’s subscription for each Order Form begins on the Subscription Start Date specified in the applicable Order Form, or, if none is specified, on the date both Parties have executed the Order Form (the “Subscription Start Date”).

3. End User License

3.1 License Grant

Subject to the terms and conditions of this Agreement and Customer’s timely payment of all Subscription Fees, VIE hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to: (a) access and use the Platform solely in connection with authorized Hardware; (b) install and use VIE’s firmware and embedded software solely on Hardware purchased or licensed from VIE; and © use the Documentation solely to support Customer’s authorized use of the Platform and Hardware. All rights not expressly granted herein are reserved by VIE.

3.2 License Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Platform or Documentation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying algorithms of the Platform;
• rent, lease, sublicense, sell, resell, transfer, assign, or otherwise commercially exploit the Platform or any component thereof;
• remove, alter, or obscure any proprietary notices, labels, or marks on the Platform, Hardware, or Documentation;
• use the Platform in any manner that infringes or misappropriates the intellectual property or other rights of VIE or any third party;
• use the Platform to transmit any malicious code, virus, or other harmful component;
• interfere with or disrupt the integrity, security, or performance of the Platform or any third-party systems accessed through the Platform; or
• use the Platform for any purpose beyond its intended use with authorized VIE Hardware.

3.3 Intellectual Property Ownership

As between the Parties, VIE owns and retains all right, title, and interest in and to the Platform, Software, Hardware designs, Documentation, and all Intellectual Property Rights embodied therein. This Agreement does not transfer any ownership interest to Customer. Customer owns all right, title, and interest in and to Customer Data; Customer hereby grants VIE a limited, non-exclusive license to process Customer Data solely as necessary to provide the Platform and Services under this Agreement.

3.4 Feedback

If Customer provides VIE with any suggestions, ideas, or feedback regarding the Platform or Services (“Feedback”), Customer hereby grants VIE a royalty-free, worldwide, irrevocable, perpetual license to incorporate such Feedback into VIE’s products and services without restriction or compensation to Customer.

3.5 Sensor Data; Model Training

As used herein, “Sensor Data” means data collected by the Hardware and Platform from Customer’s equipment, together with analytics derived therefrom. Sensor Data is linked to the relevant physical dimensions of the applicable equipment rather than to Customer’s identity, and is anonymized with respect to Customer’s identity when used for training. Notwithstanding Section 10 (Non-Disclosure and Confidentiality), Sensor Data is not Confidential Information of Customer. Customer grants VIE a perpetual, irrevocable, worldwide, royalty-free license to host, store, use, and analyze Sensor Data to develop, train, and improve VIE’s products, services, models, and algorithms.

4. Hardware

4.1 Hardware Delivery

VIE shall deliver or make available the Hardware specified in each Order Form by the delivery date set forth therein, or if no date is specified, within VIE’s standard lead times. Title to Hardware (where purchased outright) or a limited right of use (where provided as part of a Subscription) shall transfer to Customer upon delivery in accordance with the terms of the applicable Order Form. Risk of loss transfers to Customer upon delivery to the shipping carrier or Customer’s designated Installation Site, whichever is applicable.

4.2 Hardware Subscription

Where Hardware is provided as part of a Subscription (rather than sold outright), VIE retains title to the Hardware throughout the Subscription Term. Customer shall: (a) use the Hardware only in accordance with this Agreement and the Documentation; (b) maintain the Hardware in good working condition, ordinary wear and tear excepted; © not pledge, encumber, or otherwise grant any security interest in VIE-owned Hardware; and (d) promptly notify VIE of any damage, loss, or malfunction. Upon expiration or termination of the applicable Subscription, Customer shall return Hardware owned by VIE in good condition within thirty (30) days, at Customer’s expense.

4.3 Hardware Modifications

Customer shall not modify, disassemble, repair, or attempt to reverse engineer any Hardware without VIE’s prior written consent. Unauthorized modifications void all applicable warranties and may result in immediate termination of the Subscription.

5. Professional Services and Installation

5.1 Scope of Services

VIE shall provide the Services described in the applicable Order Form, which may include physical installation, mounting, wiring, configuration, commissioning, and operational testing of Hardware at Customer’s designated Installation Site(s), as well as training and ongoing technical support. The specific scope, timeline, and deliverables for each Services engagement shall be set forth in the applicable Order Form.

5.2 Installation Site Responsibilities

Customer shall ensure each Installation Site is safe, accessible, and compliant with applicable law, including required permits, OSHA and site-specific safety requirements, and advance notice to VIE of any known hazards.

VIE’s installation method is non-invasive: sensors are epoxied to the exterior cabinet of the transformer without electrical connection, penetration, or de-energization, and may be installed on live equipment. VIE does not require Customer to de-energize, isolate, lock out, or tag out any equipment, and does not anticipate that its Hardware or installation creates a hazard.

VIE has no liability for any incident unrelated to its Services occurring at the Installation Site, or for the failure, malfunction, or de-energization of a transformer or other equipment at the installation point, including any claim that VIE failed to predict or detect such failure.

5.3 Hazardous Premises — Special Acknowledgment

Customer acknowledges that Installation Sites may include high-voltage or other hazardous equipment presenting inherent risks of injury, death, or property damage, and that VIE personnel work at such sites at Customer’s direction and under Customer’s site safety program. VIE’s Services do not include electrical safety engineering or site hazard assessment, and the disclaimer and limitation of liability provisions in Section 11 apply in full to all Services performed at Installation Sites.

5.4 Change Orders

Any material changes to the scope of Services, timeline, or deliverables described in an Order Form shall require a written change order signed by authorized representatives of both Parties. Verbal authorizations or implied changes shall not be binding on VIE.

5.5 Travel and Expense Reimbursement

Customer shall reimburse VIE for all reasonable, pre-approved travel and out-of-pocket expenses incurred by VIE personnel in connection with on-site Services, including transportation, lodging, meals, and incidentals, in accordance with VIE’s standard expense policy. VIE shall submit itemized expense reports with supporting documentation within thirty (30) days of incurring such expenses. Reimbursements shall be payable by Customer within thirty (30) days of receipt of a valid expense report, subject to the payment terms in Section 8.

5.6 Customer-Caused Delay

If Customer’s failure to fulfill its obligations under Section 5.2 or otherwise causes a delay in VIE’s performance of Services, VIE may adjust delivery schedules and shall not be liable for resulting delays. If VIE personnel are required to demobilize from and subsequently remobilize to an Installation Site due to Customer-caused delays, Customer shall pay VIE’s reasonable remobilization costs as specified in a change order.

6. Subscription Term and Renewal

6.1 Initial Subscription Term

Unless otherwise specified in the applicable Order Form, each Subscription shall have an initial term of three (3) years commencing on the Subscription Start Date (the “Initial Term”).

6.2 Automatic Renewal

Upon expiration of the Initial Term, and upon expiration of each subsequent renewal term, each Subscription shall automatically renew for successive one (1) year terms (each, a “Renewal Term” and, together with the Initial Term, the “Subscription Term”), unless either Party provides written notice of non-renewal in accordance with Section 6.3 below.

6.3 Cancellation and Non-Renewal

Either Party may elect not to renew a Subscription by providing the other Party with written notice of non-renewal no less than thirty (30) days prior to the then-current anniversary of the Subscription Start Date (i.e., the date on which the then-current Subscription Term is scheduled to expire). Cancellation is permitted only upon such an anniversary date; early termination of a Subscription prior to the end of a then-current Subscription Term is not permitted except as provided in Section 13 (Termination for Cause) or by mutual written agreement of the Parties. For the avoidance of doubt, Customer shall remain obligated to pay all Subscription Fees accrued through the end of the then-current Subscription Term, regardless of any notice of non-renewal.

6.4 Effect of Non-Renewal

Upon expiration of a Subscription following timely notice of non-renewal, Customer shall (a) immediately cease use of the Platform and all associated Software; (b) return or destroy all VIE Confidential Information in Customer’s possession; and © return Hardware owned by VIE, as described in Section 4.2. VIE shall have no obligation to maintain Customer’s data on the Platform following the expiration date.

7. Upgrades and Support

During the Subscription Term, VIE shall make Updates to the Platform available to Customer at no additional charge. VIE shall provide Customer with standard technical support in accordance with VIE’s then-current support policies. Major version upgrades, enhancements, new modules, or additional hardware may be made available at additional cost. VIE reserves the right to modify, update, or discontinue features of the Platform upon reasonable notice to Customer, provided that VIE shall not materially reduce core functionality during a Subscription Term without Customer’s consent.

8. Fees and Payment Terms

8.1 Subscription Fees

Customer shall pay VIE the Subscription Fees set forth in each Order Form. Unless otherwise specified in the applicable Order Form, Subscription Fees for each year of the Subscription Term shall be invoiced annually in advance, and all installation, one-time, and professional services fees shall be invoiced upon execution of the Order Form or upon milestone completion as agreed in the Order Form.

8.2 Payment Terms

All undisputed invoices are due and payable within thirty (30) days of the invoice date (“Net 30”). Customer shall remit payment in U.S. Dollars by wire transfer, ACH, check, or such other method as the Parties may agree. All amounts payable under this Agreement are exclusive of applicable taxes.

8.3 Late Payments

Any undisputed amounts not paid within thirty (30) days of the invoice due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the date due until paid in full. VIE reserves the right to suspend access to the Platform upon ten (10) days’ written notice if any undisputed amount remains unpaid for more than sixty (60) days.

8.4 Taxes

Customer is responsible for all sales, use, value-added, excise, and other taxes and governmental charges (excluding taxes on VIE’s net income) arising from the transactions under this Agreement. If VIE is required by law to collect and remit any such taxes, VIE shall invoice Customer for the applicable tax amounts, which Customer shall pay in accordance with Section 8.2.

8.5 Fee Adjustments

VIE may adjust Subscription Fees for any Renewal Term upon no less than sixty (60) days’ written notice to Customer prior to the renewal date. Customer’s continued use of the Subscription following such notice shall constitute acceptance of the adjusted fees. If Customer objects to a fee adjustment, Customer’s sole remedy is to provide a timely notice of non-renewal as described in Section 6.3.

8.6 Disputed Invoices

Customer must notify VIE in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt, identifying the specific amounts and basis for the dispute. The Parties shall work in good faith to resolve billing disputes. Customer shall pay all undisputed portions of any invoice in accordance with Section 8.2.

9. Representations and Warranties

9.1 Mutual Representations

Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; © this Agreement has been duly authorized, executed, and delivered, and constitutes a valid, binding obligation enforceable against it; and (d) its execution and performance of this Agreement does not conflict with any applicable law, regulation, court order, or third-party agreement.

9.2 VIE Limited Warranty

VIE warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; and (b) Hardware will be free from material defects in materials and workmanship for a period of one (1) year from the date of installation (the “Hardware Warranty Period”). As Customer’s sole and exclusive remedy for a breach of the foregoing warranties, VIE shall, at its option, repair or replace non-conforming Hardware, or re-perform non-conforming Platform services. This warranty does not apply to defects caused by: (i) Customer’s misuse, negligence, or unauthorized modification; (ii) damage at or arising from a hazardous Installation Site (including damage caused by electrical surges, arc flash, or other high-voltage events); or (iii) failure to maintain Hardware in accordance with the Documentation.

9.3 Customer Representations

Customer represents and warrants that: (a) Customer has full authority to authorize the installation of Hardware at each Installation Site; (b) Customer has disclosed to VIE all known hazards and restrictions applicable to each Installation Site; and © Customer’s use of the Platform and Services complies with all applicable laws and regulations.

10. Non-Disclosure and Confidentiality

10.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, whether in oral, written, electronic, or any other form, that is designated as confidential or that the Receiving Party reasonably should know is confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: technical specifications, product architecture, software designs, source code, algorithms, pricing models, financial data, customer lists, business strategies, Installation Site information, and the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without the Receiving Party’s fault; (b) was rightfully known to the Receiving Party without restriction before disclosure; © is rightfully received from a third party without restriction; (d) is independently developed by the Receiving Party without use of Confidential Information; or (e) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and reasonably cooperates in seeking a protective order.

10.2 Obligations

Each Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and © use Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Each Party may disclose Confidential Information to its employees, officers, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

10.3 Data Security

Each Party shall implement and maintain reasonable technical and organizational safeguards to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction, consistent with industry-standard practices.

10.4 Survival

The obligations of this Section 10 shall survive expiration or termination of this Agreement for a period of five (5) years from the date of last disclosure of the relevant Confidential Information.

11. Disclaimer of Warranties and Limitation of Liability

11.1 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.2, THE PLATFORM, HARDWARE, SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. VIE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. VIE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES, OR THAT ANY DEFECTS WILL BE CORRECTED.

11.2 Disclaimer — Hazardous Installation Sites

CUSTOMER EXPRESSLY ACKNOWLEDGES THAT INSTALLATION SITES MAY INCLUDE HIGH-VOLTAGE ELECTRICAL SUBSTATIONS, SWITCHING FACILITIES, AND OTHER ENVIRONMENTS THAT PRESENT INHERENT RISKS OF BODILY INJURY, DEATH, AND PROPERTY DAMAGE. VIE MAKES NO REPRESENTATION THAT ANY HARDWARE, SERVICES, OR INSTALLATION PROCEDURES WILL ELIMINATE OR MITIGATE SUCH RISKS. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE CONDITIONS PRESENT AT INSTALLATION SITES, AND VIE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INJURY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS ARISING FROM OR RELATED TO SITE CONDITIONS, HIGH-VOLTAGE EXPOSURE, ARC FLASH EVENTS, ELECTRICAL DISCHARGE, OR ANY OTHER HAZARD PRESENT AT AN INSTALLATION SITE, WHETHER OR NOT VIE WAS ADVISED OF THE POSSIBILITY OF SUCH EVENTS.

11.3 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

11.4 Aggregate Liability Cap

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, OR © EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY), THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO VIE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT VIE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

12. Indemnification

12.1 By VIE

VIE shall defend Customer against any third-party claim alleging that the Platform or Hardware, as provided by VIE and used in accordance with this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret right of a third party, and shall pay damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement, provided Customer: (a) gives VIE prompt written notice of the claim; (b) grants VIE sole control over the defense and settlement; and © reasonably cooperates in the defense at VIE’s expense. VIE’s foregoing obligations do not apply to claims arising from: (i) Customer’s modification of the Platform or Hardware; (ii) use of the Platform or Hardware in combination with products not provided or approved by VIE; or (iii) Customer’s use after VIE’s notice that Customer should cease such use.

12.2 By Customer

Customer shall defend, indemnify, and hold harmless VIE and its officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s breach of this Agreement or any Order Form; (b) any negligent or willful act or omission by Customer or its personnel; © conditions at or about any Installation Site, including without limitation any high-voltage, electrical, chemical, or other hazardous conditions; (d) any injury to VIE personnel occurring at an Installation Site that is caused by or attributable to the condition of the premises, Customer’s safety failures, or Customer’s failure to comply with Section 5.2 or 5.3; or (e) Customer’s violation of any applicable law or regulation.

13. Term and Termination

13.1 Agreement Term

This Agreement commences on the Effective Date and remains in effect until all Order Forms issued pursuant to this Agreement have expired or been terminated, unless earlier terminated as set forth in this Section.

13.2 Termination for Cause

Either Party may terminate this Agreement (or any individual Order Form) upon thirty (30) days’ written notice if the other Party materially breaches this Agreement and fails to cure such breach within the thirty (30) day notice period. VIE may terminate this Agreement (or any individual Order Form) immediately upon written notice if: (a) Customer fails to pay undisputed Subscription Fees within sixty (60) days of the due date; (b) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings; or © Customer materially violates Section 3.2 (License Restrictions) or Section 10 (Confidentiality).

13.3 Effect of Termination

Upon termination or expiration of this Agreement or any Order Form, all licenses and Subscriptions granted thereunder immediately terminate. Customer shall immediately cease use of the Platform and all Software, and shall return or certify destruction of all VIE Confidential Information and, where applicable, all VIE-owned Hardware. Termination of this Agreement shall not relieve Customer of any payment obligations accrued prior to the effective date of termination. The following Sections shall survive termination or expiration of this Agreement: 1, 3.3, 3.4, 3.5, 10, 11, 12, 13.3, and 14.

14. General Provisions

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

14.2 Dispute Resolution

Before initiating formal legal proceedings (other than seeking emergency injunctive relief), the Parties agree to attempt to resolve any dispute through good-faith negotiations between senior representatives of each Party for a period of thirty (30) days following written notice identifying the dispute.

14.3 Entire Agreement; Amendments

This Agreement (including all Order Forms and exhibits) constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. No terms contained in any purchase order, acceptance, or similar document issued by Customer shall modify the terms of this Agreement, even if VIE acknowledges receipt of such document.

14.4 Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce such provision in the future. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14.5 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.6 Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety, without the other Party’s consent, to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be null and void.

14.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including without limitation: acts of God, natural disasters, government actions, pandemics, civil unrest, labor disputes, or infrastructure failures. The affected Party shall give prompt written notice and use reasonable efforts to minimize the impact and resume performance.

14.8 Notices

All notices required or permitted under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier; or © certified mail, return receipt requested, postage prepaid, to the address designated by each Party in the applicable Order Form or as otherwise updated by written notice. Notices shall be effective upon receipt.

14.9 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic and digital signatures shall be deemed valid and legally binding to the same extent as original wet-ink signatures.

14.10 Relationship of Parties

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party has the authority to bind the other in any way.

14.11 Export Compliance

Customer shall comply with all applicable export control laws and regulations of the United States and any other applicable jurisdiction in connection with Customer’s use of the Platform and Hardware. Customer shall not export, re-export, or transfer the Platform, Hardware, or related technical data to any country, entity, or person prohibited under applicable export control laws without first obtaining all required authorizations.