Terms of Service

Customer terms for commissioning studies on vtrn.ai.

Effective: July 22, 2026

These Terms of Service ("Terms") govern the relationship between VTRN Labs, Inc., a Delaware corporation with its principal office in the United States ("vtrn.ai," "we," "us"), and any organization or individual ("Customer," "you") that commissions research services from us or otherwise accesses the vtrn.ai platform in a customer capacity. If you and vtrn.ai have entered into a separate written master services agreement, statement of work, or order form (each, an "Order Form"), the terms of that document control to the extent they conflict with these Terms.

By commissioning a study, signing an Order Form, sending a purchase order that references vtrn.ai, using the customer portion of the vtrn.ai platform, or otherwise accepting these Terms, you agree to be bound by them and represent that you have authority to bind the organization on whose behalf you are acting.

1. Definitions

2. Order of precedence

To the extent of any conflict, the following order controls: (a) a signed Order Form; (b) a signed master services agreement; (c) these Terms; (d) any online documentation.

3. Scope of services

vtrn.ai will provide the Services described in the applicable Order Form. Each Order Form will specify the cohort criteria, sample size, discussion guide topic, timeline, and fees.

Unless expressly stated in an Order Form, vtrn.ai does not commit to any specific number of Participants, response rate, statistical significance, or research conclusion. We commit to running the study professionally and delivering the Deliverables described in the Order Form.

4. Customer responsibilities

Customer will (a) provide accurate configuration inputs and any brand or context materials required; (b) review and approve the discussion guide before fielding; (c) not use the Services or Deliverables in any manner that violates law, infringes third-party rights, or discriminates against a protected class; and (d) not use the Services to solicit Participants for direct sales, employment, or medical/legal advice outside the scope of the study.

5. Fees, invoicing, and taxes

Customer will pay the fees stated in each Order Form. Unless otherwise specified: invoices are payable net thirty (30) days from date of invoice; overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law; and fees are exclusive of applicable taxes (Customer is responsible for taxes other than taxes on vtrn.ai's net income).

If Customer disputes an invoice in good faith, Customer will notify vtrn.ai in writing within fifteen (15) days of the invoice date. The parties will work in good faith to resolve any disputed portion. Undisputed portions remain due on the original schedule.

6. Deliverables and intellectual property

6.1 vtrn.ai IP.

vtrn.ai retains all right, title, and interest in and to the Platform, its underlying technology, AI models, voice agent infrastructure, dashboards, methodologies, cohort database, aggregate benchmarks, and any pre-existing or independently developed intellectual property. Nothing in these Terms transfers ownership of vtrn.ai IP to Customer.

6.2 Customer IP.

Customer retains all right, title, and interest in Customer Data and Customer's pre-existing intellectual property. Customer grants vtrn.ai a non-exclusive, worldwide license to use Customer Data solely to perform the Services.

6.3 Deliverables license.

Subject to Customer's payment of the applicable fees, vtrn.ai grants Customer a perpetual, worldwide, non-exclusive, non-transferable license to use the Deliverables internally for Customer's business purposes, including presentation to Customer's board, investors, regulators, and clients when reasonably necessary. Customer may not resell, sublicense, or otherwise commercialize the Deliverables as a standalone research product.

6.4 Attribution.

When Deliverables are shared externally by Customer, Customer will attribute the research to vtrn.ai on reasonable request. When quotes or excerpts are used publicly, Customer will use the Deliverables consistently with any Participant privacy commitments.

6.5 Aggregate learning.

vtrn.ai may retain and use de-identified, aggregated learnings from performing the Services to improve its Platform, models, and methodology. No Customer-identifying information or confidential Customer strategy will be used in this manner without Customer's written consent.

7. Participant data and privacy

vtrn.ai collects and handles Participant Data in accordance with our Privacy Policy and our participant Terms of Participation. Deliverables provided to Customer are de-identified, meaning Participant names, email addresses, phone numbers, and other directly identifying information are removed before anything reaches Customer.

If a study is designed to require re-identifiable Participant contact (e.g., a follow-on interview program), that arrangement, including additional Participant consent, will be specified in the applicable Order Form.

Customer will not attempt to re-identify Participants, contact them outside the scope of the Order Form, or combine Deliverables with other data sets in a manner that could reasonably identify individual Participants.

8. Confidentiality

Each party may disclose Confidential Information to the other in connection with the Services. Confidential Information includes information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Each party will (a) use the other party's Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect it with at least the same degree of care it uses for its own information of similar sensitivity (and no less than a reasonable degree of care); and (c) not disclose it to any third party except to its personnel and professional advisors bound by comparable confidentiality obligations.

Confidential Information does not include information that is publicly known through no breach, was independently developed, was rightfully received from a third party without confidentiality obligations, or was already known to the receiving party without confidentiality obligations.

Confidentiality obligations survive for three (3) years after the end of the engagement, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

9. Warranties

9.1 Mutual.

Each party represents and warrants that it has the authority to enter into and perform under these Terms, and that its performance will not violate any other agreement to which it is bound.

9.2 vtrn.ai.

vtrn.ai warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry practices, and that vtrn.ai has appropriate legal rights to provide the Services and the Deliverables.

9.3 Customer.

Customer warrants that (a) Customer Data will not infringe any third-party rights; (b) Customer has the right to provide any information Customer submits; and (c) Customer will not use the Services or Deliverables in any manner that violates applicable law.

9.4 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VTRN LABS, INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT ANY BUSINESS OR RESEARCH OUTCOME WILL BE ACHIEVED BASED ON THE SERVICES OR DELIVERABLES.

10. Indemnification

10.1 By vtrn.ai.

vtrn.ai will defend Customer against any third-party claim alleging that vtrn.ai's Platform, Services, or Deliverables (excluding any Customer Data or Customer-provided materials) infringe the third party's U.S. copyright, trademark, patent, or trade secret, and will pay damages finally awarded by a court or agreed in settlement. This obligation does not apply to claims arising from Customer's misuse of the Deliverables, combination with items not provided by vtrn.ai, or modifications not made by vtrn.ai.

10.2 By Customer.

Customer will defend vtrn.ai against any third-party claim arising from (a) Customer Data or materials provided by Customer, (b) Customer's use of the Deliverables in violation of these Terms, or (c) Customer's violation of applicable law.

10.3 Procedure.

The indemnified party will promptly notify the indemnifying party of any claim, give the indemnifying party sole control of the defense and settlement (except that no settlement adverse to the indemnified party may be entered without the indemnified party's written consent), and reasonably cooperate at the indemnifying party's expense.

11. Limitation of liability

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, (C) CUSTOMER'S PAYMENT OBLIGATIONS, OR (D) CLAIMS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW:

12. Insurance

vtrn.ai will maintain commercial general liability, professional liability (errors and omissions), and cyber liability insurance in commercially reasonable amounts appropriate to the scale of the engagement. Certificates will be provided on request.

13. Compliance with laws

Each party will comply with all laws and regulations applicable to its performance under these Terms, including data protection, export control, anti-corruption, and consumer protection laws. Customer specifically acknowledges its obligations under the U.S. Federal Trade Commission Act, state consumer protection laws, and where applicable, the requirements of federal contracting.

14. Publicity

Neither party will use the other's name, trademark, or logo in marketing materials without prior written consent, except that (a) vtrn.ai may list Customer's name and logo among its customer base in generic client lists on the vtrn.ai website and in decks, and (b) each party may accurately describe the general nature of the engagement in response to due diligence, investor inquiries, or as required by law. Anything more specific requires the other party's written consent.

15. Term and termination

These Terms remain in effect while there is an active Order Form between the parties, plus any tail obligations that survive by their nature.

Either party may terminate an Order Form for material breach if the breach is not cured within thirty (30) days of written notice, or immediately upon written notice if the other party becomes insolvent or files for bankruptcy.

On termination, Customer will pay for Services performed and expenses incurred through the effective date of termination. Sections 1, 5, 6, 7, 8, 9.4, 10, 11, 13, 14, 15 (this survival paragraph), 16, 18, 19, and 20 survive termination.

16. Force majeure

Neither party is liable for delay or failure to perform (except payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, government action, labor disputes, or widespread infrastructure failure. The affected party will use reasonable efforts to resume performance promptly.

17. Assignment

Neither party may assign these Terms without the other party's written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms.

18. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except for claims for equitable relief, any dispute arising out of or relating to these Terms will be resolved through binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in Wilmington, Delaware. The parties waive the right to a jury trial. Each party will bear its own legal costs; arbitration fees will be split equally unless the arbitrator awards them to the prevailing party.

Nothing in this section prevents either party from seeking equitable relief in a court of competent jurisdiction for infringement or misappropriation of intellectual property or breach of confidentiality.

19. Notices

Notices to vtrn.ai must be sent to aaron@vtrn.ai. Notices to Customer will be sent to the email address on the applicable Order Form or, if none, to the primary business contact known to vtrn.ai. Notices are effective on the date sent by email if sent during business hours in the recipient's local time, and the next business day otherwise.

20. Miscellaneous

These Terms, together with any applicable Order Form or master services agreement, constitute the entire agreement between the parties regarding their subject matter and supersede all prior communications. Any purchase order terms or other terms in Customer procurement documents are expressly rejected unless separately signed by an authorized vtrn.ai representative.

If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision will be construed to be enforceable to the maximum extent possible. No waiver is effective unless in writing signed by the waiving party. These Terms may only be modified by a written amendment signed by both parties. The parties are independent contractors, not partners, joint venturers, or agents of each other.

21. Contact

Commercial and legal notices: aaron@vtrn.ai. VTRN Labs, Inc. is a Delaware corporation.

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