Terms of Service.

These Terms of Service ("Terms") govern your access to and use of the website at getvem.com, the VEM configuration and version-control platform, and any related documentation, APIs and support channels (together, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

If you do not agree to these Terms, do not access or use the Services.

VEM provides a web-based platform for capturing configuration baselines, comparing versions across industrial control and inspection systems, and monitoring change across PLCs, SCADA, vision systems, databases and related assets.

Specific commercial terms — including pricing, scope, service levels, support, security commitments and data processing — are set out in a separate Order Form, Master Services Agreement or evaluation agreement between VEM and the customer (the "Customer Agreement"). Where the Customer Agreement conflicts with these Terms, the Customer Agreement prevails for that customer.

The Services are intended for business use by professional operators. You must be at least 18 years old and capable of entering into a binding contract.

Where credentials are issued to you, you are responsible for:

• Keeping your credentials confidential and not sharing them.
• All activity that occurs under your account.
• Notifying VEM promptly at security@getvem.com of any suspected unauthorised access or use.

You agree not to, and not to permit any third party to:

• Use the Services in violation of any applicable law, regulation or third-party right.
• Reverse engineer, decompile or attempt to derive source code from the Services, except to the extent permitted by law.
• Probe, scan, test the vulnerability of, or otherwise attempt to circumvent the security of, the Services.
• Interfere with or disrupt the integrity, performance or availability of the Services or the data of any other user.
• Use the Services to transmit malware, infringing content, or unlawful, harmful or deceptive material.
• Resell, sublicense or make the Services available to any third party outside the scope of your Customer Agreement.
• Use the Services to build a competing product or to benchmark for the purpose of publication without VEM's prior written consent.

VEM may suspend access without notice where continued use creates a material security, legal or operational risk, and will work in good faith to restore access as soon as the underlying issue is resolved.

As between the parties, you retain all rights to the configuration baselines, comparison records, monitoring data, files, parameters and other content you or your users submit to the Services ("Customer Data").

You grant VEM a limited, non-exclusive, worldwide licence to host, process, transmit and display Customer Data solely as needed to provide and improve the Services, secure the platform, comply with law and respond to support requests.

Personal data within Customer Data is processed in accordance with the Privacy Policy and any applicable Data Processing Addendum.

VEM and its licensors own all right, title and interest in and to the Services, including all software, documentation, designs, trademarks, logos and underlying technology, and all related intellectual property rights.

Subject to these Terms and the Customer Agreement, VEM grants you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term.

You may submit feedback, suggestions and ideas about the Services. VEM may use such feedback without restriction or obligation, provided that no Customer Data is disclosed in identifiable form.

Each party may receive non-public information from the other in connection with the Services ("Confidential Information"). The receiving party will:

• Use Confidential Information only to perform its obligations or exercise its rights under these Terms.
• Protect it using at least the same standard of care it uses for its own confidential information of similar sensitivity, and never less than a reasonable standard.
• Disclose it only to personnel and advisors with a need to know who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

The Services may interoperate with third-party systems — including PLCs, SCADA platforms, vision systems, databases and cloud infrastructure — that are not owned or controlled by VEM. VEM is not responsible for the availability, performance, security or content of such third-party systems, and your use of them is subject to their own terms.

Fees, billing cycles and payment terms are set out in the applicable Order Form or Customer Agreement. Unless otherwise stated, fees are exclusive of taxes; you are responsible for all applicable taxes other than VEM's income taxes.

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, VEM disclaims all warranties, whether express, implied, statutory or otherwise — including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

VEM does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. VEM does not warrant the configuration data, comparisons or monitoring outputs produced by the Services as a substitute for engineering judgement, regulatory validation, or formal qualification activities required by you or your industry.

To the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenues, data, goodwill or anticipated savings, even if advised of the possibility.
• Each party's aggregate liability arising out of or relating to these Terms is capped at the fees paid or payable by the customer for the Services in the twelve (12) months preceding the event giving rise to the claim, or one hundred (100) euros where no fees have been paid.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, gross negligence or wilful misconduct.

You agree to defend, indemnify and hold harmless VEM and its affiliates, officers and personnel from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to your use of the Services in breach of these Terms, your Customer Data, or your violation of any law or third-party right.

These Terms apply for as long as you access or use the Services. Specific subscription terms are set out in the Customer Agreement.

VEM may suspend or terminate access to the Services where:

• You materially breach these Terms or the Customer Agreement and do not cure the breach within thirty (30) days of notice, where curable.
• Continued provision would create a material security, legal or operational risk.
• Required by law or by a competent authority.

On termination, your right to access the Services ends. Provisions that by their nature should survive termination — including ownership, confidentiality, disclaimers, limitations of liability and governing law — will survive.

Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, government action, internet or telecommunications failures, and pandemics.

These Terms are governed by the laws of the jurisdiction stated in the applicable Customer Agreement, or, in the absence of one, the jurisdiction in which VEM is established, without regard to its conflict-of-laws rules.

The parties will attempt to resolve disputes in good faith before resorting to formal proceedings. Any remaining dispute will be subject to the exclusive jurisdiction of the competent courts of that jurisdiction, unless otherwise agreed in writing.

These Terms, together with any applicable Customer Agreement, Order Form and the Privacy Policy, constitute the entire agreement between you and VEM regarding the Services and supersede any prior agreements on the same subject.

If any provision is held unenforceable, the remaining provisions remain in full force. VEM's failure to enforce a right or provision is not a waiver. You may not assign these Terms without VEM's prior written consent; VEM may assign these Terms in connection with a merger, acquisition or sale of assets.

VEM may update these Terms from time to time. Material changes will be highlighted on this page with a new effective date and, where required, communicated to active customers. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

For questions about these Terms, contact legal@getvem.com. For security disclosures, contact security@getvem.com. For privacy and data-protection enquiries, contact privacy@getvem.com.