Terms of Service
Last Updated: March 22, 2026
1. Acceptance of Terms
By accessing or using any product, service, or feature offered through the VEMLogic.AI platform (collectively, the “Platform”), you (“User,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). These Terms constitute a legally binding agreement between you and Valuation Equity Metrics, LLC, a Minnesota limited liability company doing business as VEMLogic.AI (“VEMLogic,” “we,” “us,” or “our”).
For purposes of these Terms, “Platform” means all VEMLogic products, services, websites, and applications, including but not limited to: VEMLogic Business Valuations (app.vemlogic.ai), the VEMLogic Value Modeler (sandbox.vemlogic.ai), VEMLogic Brownfield Acquisition Intelligence (brownfield.vemlogic.ai), VEMLogic Transaction Data Rooms (when launched), and any future modules, features, tools, or services that VEMLogic may introduce from time to time.
You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into binding agreements. If you are accessing or using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and references to “User” or “you” shall include both you individually and the entity you represent.
VEMLogic reserves the right to modify, amend, or update these Terms at any time by posting updated Terms on the Platform. The “Last Updated” date at the top of these Terms indicates the most recent revision. Your continued use of the Platform after any modification constitutes your acceptance of the revised Terms. For material changes that substantially alter your rights or obligations, VEMLogic will make reasonable efforts to communicate such changes via email to the address associated with your registered account. It is your responsibility to review these Terms periodically.
If you do not agree to these Terms, you must immediately discontinue all use of the Platform and any VEMLogic services.
2. Platform Description and Module-Specific Terms
VEMLogic is an AI-powered financial technology platform providing analytical tools, reports, and intelligence for business transactions, valuations, environmental due diligence, and deal management. The Platform uses artificial intelligence, including large language models and computer vision, to process documents and generate analytical outputs. Each module of the Platform is subject to the general terms set forth herein as well as the module-specific terms described below.
2A — Business Valuations
VEMLogic provides Calculations of Value for privately held businesses. Reports are generated using artificial intelligence and validated under the NAVIS Computational Valuation Standard (NAVIS CVS), a computational valuation framework developed and published by NAVIS Standards, LLC for AI-assisted business valuations.
VEMLogic valuation reports are not certified appraisals and do not constitute USPAP-compliant valuations. Reports are not prepared by or under the supervision of a licensed appraiser unless separately arranged and explicitly stated in the engagement letter. Users requiring certified appraisals for any purpose must retain an independently licensed appraiser.
VEMLogic reports are not suitable for regulatory filings, litigation support, tax compliance, estate and gift tax reporting, Employee Stock Ownership Plan (ESOP) transactions, or any other purpose requiring a certified appraisal or USPAP-compliant valuation without independent professional review and, where required, a supplementary opinion from a licensed professional. Users are solely responsible for determining the suitability of VEMLogic reports for their intended purpose.
2B — Value Modeler
The VEMLogic Value Modeler provides tools for financial scenario analysis, value driver modeling, and strategic planning simulations. Interactive modeling outputs are for planning and scenario analysis purposes only and do not constitute valuation opinions, financial advice, or investment recommendations.
Outputs are based on user-supplied assumptions and publicly available benchmarks. The quality and reliability of modeling outputs depend entirely on the accuracy and completeness of user-supplied inputs. Users are solely responsible for validating all assumptions, reviewing all outputs for reasonableness, and independently verifying any conclusions before making business decisions based on modeling results.
2C — Brownfield Acquisition Intelligence
VEMLogic Brownfield provides AI-assisted environmental due diligence analysis for commercial and industrial property acquisitions. Brownfield reports analyze publicly available environmental records, regulatory filings, historical land use data, and user-uploaded documents to assess potential environmental risk factors.
Brownfield reports do not constitute Environmental Site Assessments under ASTM E1527-21 or any other professional environmental standard. Reports are not substitutes for Phase I Environmental Site Assessments conducted by qualified environmental professionals, Phase II Environmental Site Assessments involving subsurface investigation, regulatory submissions to any state or federal environmental agency, environmental compliance audits, or remediation planning by licensed environmental engineers.
Environmental contamination analysis involves inherent uncertainty. AI-generated findings may contain errors, omissions, or misinterpretations of source documents. VEMLogic does not guarantee the accuracy of OCR extraction from scanned documents, contaminant concentration readings derived from document analysis, regulatory standard interpretations, cleanup cost estimates, or risk categorizations.
Users must independently verify all findings through qualified environmental professionals before making acquisition, financing, insurance, or remediation decisions. Failure to conduct independent professional environmental due diligence may result in undiscovered environmental liabilities, regulatory enforcement actions, remediation costs, and other losses for which VEMLogic shall bear no responsibility.
2D — Transaction Data Rooms
VEMLogic Transaction Data Rooms facilitate document organization, secure storage, and access management for business transactions including mergers, acquisitions, financings, and other corporate events.
Data room contents are provided by the seller, uploading party, or their authorized representatives and have not been independently verified, audited, or reviewed by VEMLogic. VEMLogic makes no representations or warranties regarding the accuracy, completeness, timeliness, or legal sufficiency of any documents stored in a data room.
Users accessing data rooms are responsible for conducting their own independent due diligence and should not rely on the organization, categorization, or presentation of documents within a data room as an indication of completeness or accuracy. VEMLogic is not responsible for the content of documents uploaded by third parties, the failure of any party to upload required documents, or unauthorized access resulting from the uploading party's sharing of access credentials.
3. AI and Technology Disclaimers
All Platform outputs — including but not limited to valuation reports, environmental analyses, modeling results, risk assessments, narrative summaries, charts, tables, and recommendations — are generated in whole or in part by artificial intelligence systems. These systems include large language models and other AI technologies provided by third-party AI providers as listed in our Data Sub-Processor Schedule, which VEMLogic may update from time to time.
AI outputs are inherently probabilistic in nature. Despite VEMLogic's implementation of citation requirements, confidence scoring, multi-model cross-verification, and other quality assurance measures, AI-generated outputs may contain errors, omissions, inaccuracies, hallucinations (plausible but incorrect statements), misinterpretations of source data, or reasoning failures. These risks are inherent to the current state of artificial intelligence technology and cannot be fully eliminated.
The Platform is a decision-support tool designed to augment, not replace, professional judgment. The Platform does not provide, and no output of the Platform shall be construed as, legal advice, financial advice, investment advice, tax advice, accounting advice, environmental consulting, appraisal services, or any other form of licensed professional service. Users should consult qualified professionals in the relevant discipline before making material business, financial, legal, environmental, or regulatory decisions.
VEMLogic does not guarantee uninterrupted availability of AI processing services. Third-party AI provider outages, service degradations, model updates, safety policy changes, rate limiting, or API modifications may temporarily or permanently affect Platform functionality. VEMLogic will make commercially reasonable efforts to maintain service continuity but cannot guarantee that any specific AI model or version will remain available.
Users acknowledge that AI technology is rapidly evolving. VEMLogic may update, modify, replace, or discontinue AI models and processing methods at any time without prior notice to improve service quality, reduce costs, enhance accuracy, comply with AI provider terms, or for any other reason in VEMLogic's sole discretion. Such changes may alter the format, style, or content of Platform outputs.
4. User Accounts and Responsibilities
Users are responsible for maintaining the confidentiality and security of their account credentials, including passwords, API keys, and any other authentication tokens. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You must notify VEMLogic immediately at admin@vemlogic.ai if you become aware of any unauthorized use of your account or any other breach of security.
Users must provide accurate, current, and complete information during registration and maintain the accuracy of such information throughout the duration of their account. Providing false, misleading, or outdated information may result in suspension or termination of your account.
Users must not:
- •Share account credentials with unauthorized individuals or allow multiple individuals to access the Platform using a single account unless authorized under a team or enterprise plan
- •Use the Platform for any illegal, fraudulent, or unauthorized purpose, or in violation of any applicable local, state, national, or international law or regulation
- •Attempt to reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, AI prompts, system prompts, processing methods, or trade secrets of the Platform
- •Upload malicious files, viruses, malware, or any content designed to disrupt, damage, or gain unauthorized access to the Platform or its infrastructure
- •Misrepresent Platform outputs as independently verified professional work product, including but not limited to representing AI-generated reports as having been prepared by a licensed appraiser, certified public accountant, licensed environmental professional, or attorney
- •Remove, alter, obscure, or modify any disclaimers, watermarks, attributions, or notices from Platform-generated reports, analyses, or other outputs
- •Resell, sublicense, redistribute, or commercially exploit Platform outputs or access without prior written authorization from VEMLogic
- •Use automated tools, bots, scrapers, or similar mechanisms to access the Platform in a manner that exceeds reasonable use or places undue burden on Platform infrastructure
- •Interfere with or disrupt the Platform, servers, or networks connected to the Platform
Users are solely responsible for the accuracy and completeness of all data, documents, and information they upload to the Platform and for all decisions they make based on Platform outputs. VEMLogic does not independently verify user-submitted data and accepts no liability for outputs generated from inaccurate, incomplete, or misleading inputs.
5. Payment Terms
Fees for Platform services are as published on the applicable product page at the time of purchase. All prices are quoted in United States dollars unless otherwise specified. Applicable taxes, if any, will be calculated and added at checkout as required by law.
All payments are processed through Stripe, Inc. (“Stripe”). By making a purchase through the Platform, you agree to Stripe's terms of service and privacy policy. VEMLogic does not store, process, or have access to full credit card numbers, CVV codes, or bank account numbers. Payment processing is handled entirely by Stripe in a PCI DSS Level 1 compliant environment.
Fees are non-refundable once analysis processing has begun. For each module, processing begins at the following points:
- •Brownfield Acquisition Intelligence: Processing begins when the first document is uploaded to the site folder.
- •Business Valuations: Processing begins when the intake form is submitted.
- •Value Modeler: Access begins immediately at purchase.
- •Transaction Data Rooms: Access begins when the data room is provisioned.
Promotional codes, discount codes, beta access codes, and referral credits are subject to usage limits, expiration dates, and specific terms communicated at the time of issuance. VEMLogic reserves the right to revoke, modify, or discontinue promotional codes at any time without prior notice. Promotional codes have no cash value and may not be combined unless expressly authorized.
VEMLogic reserves the right to modify pricing for any Platform services at any time. For existing subscribers with active recurring subscriptions, VEMLogic will provide at least thirty (30) days' written notice before any price increase takes effect. Price changes apply to new purchases and subscription renewals occurring after the effective date of the change.
6. Intellectual Property
VEMLogic retains all right, title, and interest in and to the Platform, including without limitation all software, source code, object code, algorithms, machine learning models, AI prompts and system prompts, report templates, analytical frameworks, regulatory databases, environmental data compilations, scoring methodologies, user interface designs, trade secrets, know-how, and the NAVIS Computational Valuation Standard. Nothing in these Terms transfers any ownership interest in VEMLogic's intellectual property to any User.
Platform-generated reports, analyses, and outputs are licensed (not sold) to the purchasing User for their internal business use only. Users may share reports with their professional advisors (attorneys, accountants, financial advisors), lenders, insurers, and transaction counterparties in connection with the specific transaction for which the report was generated. Any use beyond this limited license requires prior written authorization from VEMLogic.
Users retain ownership of all data, documents, and information they upload to the Platform. By uploading content to the Platform, Users grant VEMLogic a non-exclusive, worldwide, royalty-free, sublicensable license to process, analyze, store, reproduce, and use uploaded content for the following purposes: (a) providing the contracted services, including AI processing, report generation, and quality assurance; (b) improving Platform accuracy, reliability, and analytical capabilities; (c) developing aggregate analytics, industry benchmarks, and market data compilations, provided such use is limited to anonymized, de-identified data that cannot reasonably be used to identify the User or any individual; and (d) training, improving, and developing AI models, analytical methods, and processing algorithms, provided such use is limited to anonymized, de-identified data that cannot reasonably be used to identify the User or any individual.
The VEMLogic name, logo, “VEMLogic.AI” mark, “NAVIS” mark, “NAVIS CVS” mark, and all product names, module names, feature names, and service marks used in connection with the Platform are trademarks or registered trademarks of Valuation Equity Metrics, LLC. Users may not use any VEMLogic trademark without prior written permission, except as reasonably necessary to identify VEMLogic as the source of a report in connection with its authorized use.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VEMLOGIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE USER TO VEMLOGIC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL VEMLOGIC, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES; PROPERTY DAMAGE; PERSONAL INJURY; ENVIRONMENTAL REMEDIATION COSTS; REGULATORY FINES, PENALTIES, OR ENFORCEMENT ACTIONS; COSTS OF ENVIRONMENTAL CLEANUP OR COMPLIANCE; FAILED OR DISADVANTAGEOUS BUSINESS TRANSACTIONS; OVERPAYMENT OR UNDERPAYMENT IN ACQUISITIONS; FINANCING LOSSES OR INCREASED BORROWING COSTS; INSURANCE COVERAGE DENIALS; OR ANY OTHER DAMAGES ARISING FROM OR RELATED TO RELIANCE ON PLATFORM OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF VEMLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY, OR OTHERWISE, AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THESE TERMS.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, VEMLogic's liability shall be limited to the maximum extent permitted by applicable law.
8. Indemnification
User shall indemnify, defend, and hold harmless VEMLogic, Valuation Equity Metrics, LLC, and their respective officers, directors, members, managers, employees, agents, partners, licensors, contractors, successors, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, costs, damages, liabilities, judgments, settlements, and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) arising out of or related to:
- •User's use of the Platform or any Platform outputs, including any use that exceeds the scope of the license granted herein
- •User's reliance on Platform outputs for business decisions, acquisition decisions, financing decisions, investment decisions, insurance decisions, environmental remediation decisions, or regulatory submissions
- •User's violation of any provision of these Terms
- •User's violation of any applicable law, regulation, ordinance, or rule, including without limitation environmental laws, securities laws, tax laws, and professional licensing requirements
- •Any third-party claims arising from User's use, distribution, or sharing of Platform-generated reports, analyses, or outputs
- •Any environmental, financial, legal, regulatory, or other liability arising from transactions, acquisitions, or business decisions in which Platform outputs were used or relied upon
- •User's misrepresentation of Platform outputs as independently verified professional work product, certified appraisals, or licensed professional opinions
This indemnification obligation shall survive the termination or expiration of these Terms and shall apply regardless of whether the claim arises from VEMLogic's negligence, provided that User's indemnification obligation shall not extend to claims arising solely from VEMLogic's willful misconduct or gross negligence.
9. Partner and Consultant Terms
VEMLogic may offer the Platform through authorized partners, including but not limited to environmental consultants, mergers and acquisitions advisors, business brokers, commercial lenders, insurance brokers, accounting firms, and law firms (“Partners”). Partners may access the Platform directly, through API integrations, or through co-branded or white-label arrangements as authorized by separate written agreement.
Partners accessing the Platform on behalf of their clients assume the same obligations as direct Users under these Terms and are additionally responsible for: (a) ensuring their clients understand the limitations, disclaimers, and restrictions described in Sections 2 and 3 of these Terms; (b) obtaining any consents required from their clients for the upload and processing of client data through the Platform; and (c) accurately representing the nature and limitations of Platform outputs to their clients and to third parties.
Partners may not represent that VEMLogic outputs constitute their own independent professional work product unless they have independently verified all findings, conclusions, and recommendations contained therein through their own professional analysis and are willing to assume professional liability for such representations. The inclusion of a Partner's branding on a Platform-generated report does not constitute independent professional verification unless the Partner has performed and documented such verification.
VEMLogic's liability limitations set forth in Section 7 apply equally to claims brought by Partners, their clients, or any third party to whom a Partner has distributed or made available Platform outputs. Partners shall indemnify VEMLogic against all claims arising from the Partner's distribution of Platform outputs to their clients or third parties.
10. Third-Party Services
The Platform integrates with and depends upon various third-party services and infrastructure providers, including third-party AI providers (as listed in our Data Sub-Processor Schedule, which VEMLogic may update from time to time); Box, Inc. (enterprise document storage and collaboration); Stripe, Inc. (payment processing); Cloudflare, Inc. (infrastructure, hosting, content delivery, and edge computing); Clerk, Inc. (user authentication and identity management); and Functional Software, Inc. d/b/a Postmark (transactional email communications).
Users acknowledge that their use of the Platform is subject to the terms of service, privacy policies, acceptable use policies, and data processing agreements of these third-party providers to the extent applicable to the services those providers render in connection with the Platform. VEMLogic encourages Users to review the applicable terms of its key third-party providers.
VEMLogic is not responsible for the availability, performance, accuracy, security practices, or data handling of third-party services beyond VEMLogic's reasonable control. Third-party service outages, API changes, pricing modifications, terms of service changes, or discontinuation of services may impact Platform functionality, and VEMLogic shall not be liable for any such impact.
11. Dispute Resolution and Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
Arbitration shall be conducted in Minneapolis, Minnesota before a single arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including injunctive relief, specific performance, and monetary damages. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The arbitration proceedings and any award shall be maintained as confidential, except as may be required by law or as necessary to confirm, vacate, or enforce the award.
CLASS ACTION WAIVER: USER AGREES THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. USER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ARBITRATION AGAINST VEMLOGIC. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.
Notwithstanding the foregoing, VEMLogic may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to protect its intellectual property rights, trade secrets, confidential information, or to prevent unauthorized use of the Platform, without first resorting to arbitration and without posting bond.
12. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America, without regard to its conflict of law provisions or principles that would require the application of the laws of any other jurisdiction.
To the extent any dispute is not subject to arbitration under Section 11, or to the extent a court of competent jurisdiction determines that arbitration is not enforceable with respect to a particular claim, the exclusive jurisdiction and venue for any such dispute shall be the state and federal courts located in Hennepin County, Minnesota. The parties consent to personal jurisdiction in such courts and waive any objection to venue or forum.
13. Warranty Disclaimer
THE PLATFORM AND ALL SERVICES, OUTPUTS, REPORTS, ANALYSES, AND CONTENT PROVIDED THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
VEMLOGIC DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET USER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI-GENERATED OUTPUTS, REPORTS, ANALYSES, OR RECOMMENDATIONS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE FROM ERRORS, OMISSIONS, OR HALLUCINATIONS; (D) ANY ERRORS, DEFECTS, OR INACCURACIES IN THE PLATFORM OR ITS OUTPUTS WILL BE CORRECTED; (E) THE PLATFORM WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION; OR (F) THE PLATFORM WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.
USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM IS AT USER'S SOLE RISK. VEMLOGIC MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PLATFORM.
14. Termination
VEMLogic may suspend or terminate User's access to the Platform at any time and for any reason upon written notice to the email address associated with User's account. Reasons for termination may include, without limitation, discontinuation of the Platform or any module thereof, changes in VEMLogic's business operations, or User's failure to comply with these Terms.
VEMLogic may immediately suspend or terminate User's access without prior notice in the event of: (a) violation of these Terms, including any prohibited use described in Section 4; (b) non-payment of fees when due; (c) fraudulent, deceptive, or illegal activity; (d) activity that threatens Platform security, integrity, or the security of other Users' data; or (e) as required by law, regulation, or legal process.
Upon termination for any reason, User's license to access and use the Platform ceases immediately, and User must discontinue all use of the Platform. VEMLogic will retain User's uploaded data and account information for ninety (90) days following the effective date of termination to allow User to request export of their data. After this ninety-day period, VEMLogic may permanently and irreversibly delete all User data from its systems, except as required by applicable law or as necessary for legitimate business purposes such as fraud prevention and legal compliance.
The following sections shall survive the termination or expiration of these Terms: Section 6 (Intellectual Property), Section 7 (Limitation of Liability), Section 8 (Indemnification), Section 11 (Dispute Resolution and Arbitration), Section 12 (Governing Law), and Section 13 (Warranty Disclaimer).
15. Force Majeure
VEMLogic shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: AI service provider outages, model deprecations, or API changes; natural disasters, epidemics, or pandemics; acts of government, war, terrorism, or civil unrest; cyberattacks, distributed denial of service attacks, or ransomware; internet infrastructure failures or widespread network outages; third-party service disruptions affecting Platform infrastructure; power outages or utility failures; labor disputes or shortages; supply chain disruptions; or changes in applicable law, regulation, or government order. VEMLogic shall make commercially reasonable efforts to resume performance as promptly as practicable and shall notify affected Users of material service disruptions.
16. Miscellaneous
Entire Agreement. These Terms, together with the Privacy Policy and any applicable order forms, engagement letters, or supplemental terms, constitute the entire agreement between you and VEMLogic regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings, whether written or oral.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
No Waiver. VEMLogic's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of VEMLogic to be effective.
Assignment. VEMLogic may assign, transfer, or delegate its rights and obligations under these Terms to any affiliate, successor, or acquirer without User's consent. User may not assign, transfer, or delegate any rights or obligations under these Terms without VEMLogic's prior written consent.
Notices. All notices required or permitted under these Terms shall be sent via email. Notices to VEMLogic shall be sent to admin@vemlogic.ai. Notices to User shall be sent to the email address associated with User's account. Notices are deemed received when sent, provided the sender does not receive a delivery failure notification.
Headings. Section headings are included for convenience of reference only and shall not affect the interpretation or construction of these Terms.