Effective Date: 28 June 2026

Operated by EQ-AI Bridge Advisory LLC (operating as Velocity Labs)

Licence No. 2539564.01 | Sharjah Media City, Sharjah, United Arab Emirates

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Please read these Terms & Conditions carefully before using any Velocity Labs product or service.

Welcome to Velocity Labs. These Terms & Conditions (the “Terms”) govern your access to and use of the Velocity Labs platform, products, and related services provided by EQ-AI Bridge Advisory LLC, operating as Velocity Labs (“Velocity Labs”, “we”, “our”, or “us”). These Terms apply to all Velocity Labs products, including the AI WhatsApp Agent, AI Marketing Agent, and AI Solutions. By accessing or using any of our products or services, by connecting any account or system to our platform, or by accepting an early access or pilot offer, you (“Client” or “you”) agree to be bound by these Terms.

Where a separate written Services Agreement or statement of work is signed between Velocity Labs and a Client for a specific engagement, the terms of that agreement apply in addition to these Terms. In the event of any conflict between a signed Services Agreement and these Terms, the signed Services Agreement prevails for the services it covers.

1. The Services

Velocity Labs is a commerce, marketing, and automation platform designed primarily for small and medium-sized businesses, with a focus on merchants in the GCC region. The platform connects to a Client’s point-of-sale (POS), eCommerce, messaging, and social media systems to help the Client re-engage existing customers, deliver the right offer to the right customer, and grow revenue. Velocity Labs delivers the following products:

1.1 AI WhatsApp Agent

An AI-powered conversational agent operating on the official WhatsApp Business Platform under Meta approval. Using data the Client connects from its POS, eCommerce, or customer records, the agent re-engages existing customers, handles inbound queries, qualifies leads, manages objections, and delivers outbound offers, reorder prompts, and follow-up campaigns through Meta-approved templates, in English and Arabic. Detailed operational and consent terms are set out in Section 8.

1.2 AI Marketing Agent

An AI-powered social media marketing service that generates on-brand offers, promotions, and marketing material and publishes it across the Client’s connected social media platforms (including but not limited to Instagram, Facebook, LinkedIn, TikTok, and X), in English and Arabic. Core functions include AI-generated on-brand content, scheduling at peak engagement times, multi-platform publishing, and a campaign performance dashboard. By connecting social media accounts to Velocity Labs, the Client authorises Velocity Labs to use AI workflows to manage and automate tasks on the Client’s behalf, including posting and scheduling content, responding to comments and direct messages where configured, and analysing performance. Specific fair use terms are set out in Section 9.

1.3 AI Solutions

Velocity Labs uses the data the Client connects from its POS and eCommerce systems to identify revenue and retention opportunities in the Client’s sales, and to deploy intelligent solutions that act on them. In practice, Velocity Labs integrates the Client’s POS data, identifies opportunities such as customers who are due to reorder, lapsing customers, and high-value segments, and deploys targeted solutions to capture them. The offer and reorder agent, delivered through the AI WhatsApp Agent, is the first such solution, and further solutions may be added over time. Where a solution sends customer communications, the consent and opt-in obligations in Section 4 and Section 8 apply. Specific terms are set out in Section 10.

The purpose of the services is to enhance the Client’s online presence, remove operational friction, and support revenue growth. Velocity Labs does not guarantee any specific commercial result. See Section 7 and Section 11.

2. Eligibility and Account Registration

To use the services, you must be a business, or an individual authorised to act for a business, and you must be able to form a legally binding contract. You agree to provide accurate, current, and complete information at registration and to keep it up to date. You are responsible for all activity that occurs under your account.

3. Integrations and Account Access

The services rely on the Client connecting third-party accounts and systems to the Velocity Labs platform. By connecting any account or system, the Client grants Velocity Labs the permissions necessary to access and manage that account or system for the purpose of delivering the services.

3.1 Authorisation and Warranty

The Client represents and warrants that it has full legal authority to connect each account or system and to grant these permissions, and that doing so does not violate any agreement the Client has with the relevant third party, including that third party’s terms of service and platform policies.

3.2 POS and eCommerce Integrations

The platform integrates with POS and eCommerce systems, which may include Foodics, Lightspeed, Salla, Zid, Shopify, WooCommerce, Wix, and others added from time to time. By connecting such a system, the Client authorises Velocity Labs to access and process the data made available through that integration, including customer records, contact details, and order and transaction history, solely for the purpose of delivering the services. The Client’s responsibilities for the lawfulness of that data, and the roles of the parties in respect of it, are set out in Section 4.

3.3 Messaging and Social Media Accounts

Where the Client connects WhatsApp Business Accounts or social media accounts, the Client authorises Velocity Labs to operate those channels on its behalf as described in Sections 1, 8, and 9, subject at all times to the policies of the relevant platform.

3.4 Account Credentials and Security

The Client is responsible for the security of the access tokens, API keys, and credentials used to connect its accounts, and for maintaining the confidentiality of its Velocity Labs account credentials. The Client must notify Velocity Labs immediately of any suspected unauthorised use. Velocity Labs will handle connection credentials in accordance with the Privacy Policy and industry best practice.

3.5 Meta Approval Requirement

For the AI WhatsApp Agent and any service requiring Meta Business Platform integration, Velocity Labs exclusively onboards Clients whose WhatsApp Business Accounts have been verified and approved through Meta’s official Business Verification and WhatsApp Business Platform approval process. Full detail is set out in Section 8.

4. Data Protection and Privacy

4.1 Definitions and Roles

In this Section, “Personal Data”, “Controller”, “Processor”, “Data Subject”, and “Processing” have the meanings given to them in the UAE Personal Data Protection Law, Federal Decree-Law No. 45 of 2021, and its implementing regulations as in force from time to time (the “PDPL”), and equivalent terms in any other applicable data protection law.

4.2 Two Categories of Personal Data

Velocity Labs processes two distinct categories of Personal Data in connection with the services:

Client account data. Personal Data of the Client and its authorised users, such as names, business email addresses, and login identifiers. Velocity Labs acts as Controller of this data and processes it in accordance with the Velocity Labs Privacy Policy.
End-customer data. Personal Data of the Client’s own customers and contacts that the Client makes available to Velocity Labs, or that Velocity Labs accesses through connected POS, eCommerce, messaging, or social media integrations. This may include names, phone numbers, email addresses, order and purchase history, and message content. In respect of this data, the Client is the Controller and Velocity Labs acts as Processor, processing it only on the Client’s documented instructions for the purpose of delivering the services.

4.3 Client Obligations as Controller

The Client warrants, represents, and undertakes that, in respect of all end-customer data it makes available or that Velocity Labs accesses on its behalf:

it has a valid lawful basis under the PDPL and any other applicable law to collect, use, and share that data with Velocity Labs, and to instruct Velocity Labs to process it for the purposes of the services, including direct marketing where applicable;
it has provided all notices to, and obtained all consents from, the relevant Data Subjects required for that processing, including valid opt-in consent for marketing communications where consent is the applicable basis;
a prior purchase, transaction, or general customer relationship does not, by itself, constitute valid opt-in for WhatsApp or other marketing messages, and this applies equally to contacts imported or accessed through POS and eCommerce integrations. The Client is solely responsible for obtaining, recording, and evidencing opt-in that meets the requirements of the relevant platform policies and applicable law;
it will not make available to Velocity Labs any special categories of Personal Data, or the Personal Data of minors, except where lawful and expressly agreed in writing in advance; and
it will promptly provide any instruction or information Velocity Labs reasonably needs to assist the Client with a Data Subject request.

4.4 Velocity Labs Obligations as Processor

In respect of end-customer data, Velocity Labs undertakes to:

process the data only on the Client’s documented instructions and for the purpose of delivering the services, unless required to do otherwise by law;
ensure that personnel authorised to process the data are bound by appropriate obligations of confidentiality;
implement appropriate technical and organisational measures to protect the data, as described in Section 4.8;
engage sub-processors only as described in Section 4.6, and remain responsible for their acts and omissions in relation to the data;
taking into account the nature of the processing, assist the Client so far as reasonably practicable with responding to Data Subject requests and with the Client’s own security and breach-notification obligations;
on termination, delete or return end-customer data in accordance with Section 11 and the Privacy Policy, subject to any legal retention requirement; and
make available to the Client information reasonably necessary to demonstrate compliance with this Section.

4.5 Use of AI Tools and Confidential Data

Velocity Labs will not input the Client’s confidential business data, end-customer Personal Data, or sensitive commercial information into any third-party AI platform on terms that permit that platform to use the data to train or improve its models, without the Client’s prior written consent. Velocity Labs will use AI providers on terms that prohibit such training, or will otherwise restrict the use of the data to delivery of the agreed services. Client and end-customer data will be used solely to deliver the agreed services and will not be used to train Velocity Labs’ own models for any purpose beyond that delivery.

4.6 Sub-Processors and International Transfers

The Client authorises Velocity Labs to engage sub-processors to deliver the services, including cloud hosting, communications, AI model, and analytics providers, and the connected platforms the Client chooses to integrate, such as Meta, POS providers, and eCommerce providers. Some sub-processors may process data outside the UAE. Where Personal Data is transferred outside the UAE, Velocity Labs will ensure that the transfer is subject to appropriate safeguards consistent with the PDPL. A current list of the categories of sub-processors used is available to the Client on request.

4.7 Connected Platforms as Independent Controllers

Meta, POS providers, eCommerce providers, and social media platforms determine their own processing of Personal Data under their own terms and privacy policies and act as independent controllers in that respect. Velocity Labs is not responsible for their processing, and the Client’s use of each platform remains subject to that platform’s terms.

4.8 Security

Velocity Labs applies reasonable and industry-standard technical and organisational measures to protect Personal Data against unauthorised access, loss, and misuse, including secure communication protocols and internal security practices. No method of transmission or storage is completely secure, and Velocity Labs does not warrant absolute security.

4.9 Breach Notification

Velocity Labs will notify the Client without undue delay after becoming aware of a Personal Data breach affecting end-customer data processed on the Client’s behalf, and will provide the information reasonably available to it to help the Client meet its own notification obligations.

4.10 Privacy Policy and Data Processing Agreement

Velocity Labs’ processing of Personal Data is further described in the Velocity Labs Privacy Policy, available on the Velocity Labs website, which forms part of these Terms. Where the Client requires a standalone data processing agreement, Velocity Labs will enter into one on reasonable terms consistent with this Section.

5. Client Responsibilities

In addition to the obligations elsewhere in these Terms, the Client agrees to:

use the services only for lawful purposes and in compliance with these Terms and with the terms of service and platform policies of every connected third-party platform;
take full responsibility for all content posted and all actions taken on its connected accounts, including content suggested, drafted, or generated by our AI tools;
ensure that all content, whether supplied by the Client or generated by AI, is not misleading, fraudulent, defamatory, or in violation of any third-party copyright, trademark, or other right;
provide the brand materials, logos, references, approvals, data, and feedback reasonably required for Velocity Labs to perform the services, within agreed timelines;
designate a single point of contact authorised to give approvals and direction on behalf of the Client; and
indemnify Velocity Labs against any claims, damages, or losses arising from the Client’s misuse of the services, breach of these Terms, breach of any third-party platform policy, or breach of its obligations under Section 4.

6. Content, AI Tools and Intellectual Property

6.1 AI Tools and Platforms

For the AI-powered services, Velocity Labs selects, manages, and is responsible for the AI platforms and tools used in service delivery, including conversational AI, image and video generation, copywriting, and scheduling tools. The specific tools used may evolve as the technology landscape develops. The Client is not required to hold accounts with, or have any understanding of, any AI platform used in delivering the services.

6.2 Quality and Review

All outputs are reviewed and quality-assured by Velocity Labs before delivery. No deceptive or harmful synthetic media will be produced, and no content will be created that imitates another brand or infringes a third-party right. While Velocity Labs strives to ensure high quality, it cannot guarantee the accuracy, completeness, or non-infringement of AI-generated material in all circumstances. Where the Client is provided with drafts before publication, the Client must review and approve them before they are scheduled or posted, and the Client bears full responsibility for content it has reviewed and approved.

6.3 Platform Compliance and AI Disclosure

Velocity Labs is responsible for ensuring that content delivered is suitable for publication on the intended platforms, including compliance with platform policies on AI-generated content. Where a platform requires an AI disclosure label, Velocity Labs will apply it and advise the Client at the point of delivery.

6.4 Ownership of Deliverables

All final approved content produced by Velocity Labs under these Terms or under any Services Agreement shall, upon receipt of full payment for the relevant period, vest in the Client as sole and exclusive owner, to the extent permitted by applicable law governing AI-generated and creative works. Where a service is provided free of charge under the Early Access Programme, ownership of final approved deliverables vests in the Client on delivery, subject to Section 7.2.

6.5 Licence to Client Materials

The Client grants Velocity Labs a revocable, non-exclusive, royalty-free licence to use the Client’s logos, brand assets, and content materials solely for the purpose of performing the services.

6.6 Raw and Working Files

Raw AI outputs, source project files, working layers, creative iterations, and other non-final production assets remain the property of Velocity Labs unless otherwise agreed in writing. Velocity Labs may use such materials for its own portfolio or marketing purposes, subject to the confidentiality obligations in Section 12.

7. Fees, Payment and Early Access

7.1 Fees

Fees for each Velocity Labs product are as published on the Velocity Labs website or as set out in a signed Services Agreement, statement of work, or subscription confirmation. All fees are stated in the currency specified, typically USD, and are exclusive of applicable taxes unless stated otherwise.

7.2 Early Access Programme

Velocity Labs may offer selected Clients access to one or more services free of charge, or at a reduced fee, during an initial early access or pilot period. Where a Client participates in the Early Access Programme:

the service is provided on an “as is” and “as available” basis, may be under active development, may have limited features, and may experience interruptions or changes;
the Client agrees to provide reasonable feedback on the service;
unless the Client opts out in writing, the Client grants Velocity Labs the right to reference the engagement and to use the Client’s name, logo, approved deliverables, and results as a case study, testimonial, and reference in Velocity Labs’ marketing and funding materials, subject to the confidentiality obligations in Section 12;
Velocity Labs may modify, suspend, or withdraw early access at any time, without liability;
the Client’s obligations under Section 4 (Data Protection), Section 5 (Client Responsibilities), and Section 8 (where the AI WhatsApp Agent is used) apply in full during early access; and
at the end of the early access period, continued use of the service is subject to the then-current paid terms, which Velocity Labs will communicate to the Client in advance.

7.3 Payment in Advance

Unless otherwise agreed in writing, all fees for paid services are payable 100% in advance. For subscription services, the first invoice is issued at onboarding or on the date of the initial strategy session, where applicable, and must be paid in cleared funds before services commence. For subsequent billing cycles, invoices are issued on the same day of each following billing period and payment is due within three (3) business days.

7.4 Late Payment

Where payment is not received by the due date, Velocity Labs reserves the right to suspend delivery of all services until the outstanding amount is settled in full, without liability to the Client for any resulting delay.

7.5 No Money-Back Guarantee; No Guarantee of Results

Velocity Labs does not offer a money-back guarantee. Except where a refund is required by applicable law, or is expressly agreed in a signed Services Agreement, all fees are non-refundable once paid. Velocity Labs does not guarantee any specific result, including any level of revenue, sales, reach, engagement, or conversion. Statements about typical or potential outcomes are illustrative only and do not constitute a warranty or guarantee.

7.6 Taxes

Velocity Labs is responsible for taxes arising from the performance of the services at the entity level. The Client is responsible for any taxes applicable in its own jurisdiction, including withholding taxes where required by local law.

7.7 Advertising Spend

Any paid advertising budget for Meta, Google, TikTok, or other platforms is billed directly to the Client’s own advertising account and is not included in any Velocity Labs fee. Managed paid campaign strategy is available on request and will be quoted separately in writing.

7.8 Additional Services

Any services outside the scope of the Client’s subscription or signed Services Agreement require the Client’s prior written approval and will be quoted and charged separately.

8. AI WhatsApp Agent – Specific Terms

This Section 8 applies where the Client uses the Velocity Labs AI WhatsApp Agent.

8.1 Client Warranties

By using the AI WhatsApp Agent, the Client warrants, represents, and undertakes that:

Opt-In. All recipients of outbound messages have provided valid, explicit opt-in to receive WhatsApp communications from the Client’s business, in accordance with Meta’s Business Messaging Policy and all applicable data protection, privacy, and consumer protection laws in the recipient’s jurisdiction. The Client acknowledges that a prior purchase or general customer relationship does not, by itself, constitute valid opt-in, including for contacts sourced through POS or eCommerce integrations. The Client is solely responsible for determining the applicable legal requirements in each jurisdiction in which it operates, and for obtaining, recording, and evidencing such opt-in.

Existing Customers Only. Outbound messaging campaigns will be directed exclusively to the Client’s existing customers and sent only through Meta-approved message templates. The Client will not use the service for cold outreach, purchased or scraped contact lists, or any recipient who has not established a prior relationship with the Client’s business.

Inbound Handling. The Client’s use of the AI WhatsApp Agent for conversational interaction is limited to responding to inbound queries initiated by the customer. The Client will not use the inbound channel to circumvent template requirements or to initiate unsolicited conversations.

8.2 Prohibited Use

The Client shall not use the AI WhatsApp Agent to send unsolicited messages, messages outside the scope of approved templates, content prohibited by Meta’s Commerce or Business Policies, or any content that is misleading, unlawful, or infringes third-party rights.

8.3 How the Conversational Agent Works

The AI WhatsApp Agent operates on the official WhatsApp Business Platform under Meta approval and functions within the messaging framework defined by Meta.

Outbound messaging (template-based). All business-initiated messages must be sent using Meta-approved templates, categorised as marketing, utility, or authentication. This applies to offer and re-engagement campaigns and any other outbound campaign initiated through the platform. The Client is responsible for ensuring templates are accurately categorised and used within their approved scope.

The 24-hour customer service window. When a customer sends an inbound message, Meta opens a rolling 24-hour customer service window. Within it, the agent may respond using free-form natural language without templates, handle enquiries, manage objections, qualify leads, conduct multi-turn conversations, and send and receive supported media. The window resets each time the customer sends a new inbound message.

Closure of the window. If 24 hours elapse without a new inbound message, the window closes and the Client may only re-initiate contact using a Meta-approved template. Once the customer replies, a new 24-hour window opens.

Content standards. All agent responses must comply with Meta’s Commerce Policy, Business Policy, and applicable law. The service does not support, and the Client shall not request, content in prohibited categories, including regulated financial products, unapproved health claims, adult content, weapons, gambling, or any content that is misleading or unlawful.

Human handoff and opt-out. The agent is configured to recognise requests to stop messaging, unsubscribe, or speak with a human. The Client is responsible for ensuring human support is available where handoff is requested, and for honouring opt-out requests promptly and permanently.

Quality monitoring. Meta maintains a quality rating for every WhatsApp Business Account based on end-user feedback, including blocks and reports. Velocity Labs may monitor quality ratings on the Client’s behalf and notify the Client of material changes. Sustained low ratings may result in Meta-imposed messaging limits or account restrictions, which are governed by Meta’s policies and outside Velocity Labs’ control.

8.4 Conversation Data and Velocity Labs Access

The AI WhatsApp Agent is configured to reflect the Client’s brand and tone of voice and to operate within Meta’s messaging framework. To generate replies, the agent processes the content of inbound and outbound messages, and the associated phone numbers, on a transient basis. Conversation data processed by the agent is retained only for a rolling 24-hour period from the time of the last message in a conversation, consistent with Meta’s customer service window, and is automatically deleted thereafter. Velocity Labs does not build or maintain a standalone customer database from WhatsApp conversations. Velocity Labs personnel have limited administrative and monitoring access to the service for the purposes of quality assurance, troubleshooting, and support only, and do not otherwise access or use conversation content. The Client is responsible for exporting or logging any conversation data it wishes to retain for its own records within the 24-hour window.

8.5 Meta Approval Requirement – No Exceptions

Velocity Labs exclusively onboards and services Clients whose WhatsApp Business Accounts have been verified and approved through Meta’s official Business Verification and WhatsApp Business Platform approval process. The Client must complete and maintain this approval as a condition of using the service. Velocity Labs applies a standardised setup and onboarding process to every Client without exception, including verification of legal business identity, confirmation of Meta Business Verification status, review of intended use cases, and approval of initial templates. Velocity Labs will not bypass, shortcut, or waive any step of this process under any circumstances, regardless of commercial pressure, relationship, or urgency.

8.6 Refusal and Termination

Velocity Labs reserves the absolute right to refuse onboarding, or to terminate an existing engagement without liability, where: (a) the Client cannot or will not complete Meta’s Business Verification process; (b) the Client’s Meta approval is revoked, suspended, or lapses during the engagement; (c) the Client requests deviation from the standard setup process; or (d) Velocity Labs has reasonable grounds to suspect the Client intends to use the service for fraudulent, deceptive, or abusive purposes.

8.7 Ongoing Compliance

Meta approval is not a one-time event. Meta may review, revoke, or modify approval at any time based on account behaviour, policy compliance, or other factors. The Client is responsible for maintaining compliance with Meta’s policies throughout the engagement and for notifying Velocity Labs promptly of any communication from Meta regarding account status.

8.8 Liability Allocation and Indemnity

Velocity Labs shall not be liable for any loss, damage, account suspension, regulatory penalty, fine, claim, or business interruption arising from: (a) the Client’s breach of any warranty in Section 8.1; (b) the Client’s misuse or abuse of the service; (c) action taken by Meta against the Client’s WhatsApp Business Account, including quality-rating downgrades, messaging restrictions, or account suspension; or (d) complaints, claims, or enforcement action by end customers or regulatory authorities relating to the Client’s messaging practices, content, or consent records. The Client shall indemnify and hold harmless Velocity Labs, its officers, employees, and affiliates against all claims, losses, damages, fines, penalties, and reasonable legal costs arising from any of the matters in (a) to (d) above.

9. AI Marketing Agent – Specific Terms

This Section 9 applies where the Client uses the Velocity Labs AI Marketing Agent.

9.1 Fair Use Standard

Where a plan includes “unlimited” AI-generated content, “unlimited” means no fixed monthly limit for normal social media marketing operations. Typical business usage ranges from 20 to 200 posts per month across connected channels. Usage must be for the Client’s own business accounts.

9.2 Prohibited Uses

Clients may not: use generated content for purposes other than posting to their connected channels; download, extract, or redistribute generated content to third parties for commercial purposes; operate marketing services for other businesses using Velocity Labs infrastructure without a written reseller or agency arrangement; use automated mass generation unrelated to legitimate campaigns; or connect accounts not owned or managed by the Client’s registered business.

9.3 Usage Monitoring and Service Protection

Velocity Labs may monitor generation and posting patterns. If usage significantly exceeds typical business needs, generally 500 or more posts per month, or suggests policy violations, Velocity Labs may contact the Client to clarify the use case, introduce reasonable usage limits, recommend enterprise pricing, or suspend service for material policy breaches. Velocity Labs may also throttle generation and posting speed during peak usage or for high-volume accounts to ensure fair access for all Clients.

9.4 Platform Policy Compliance

The Client is responsible for ensuring that its connected accounts comply with the terms and policies of each connected platform. Velocity Labs is not liable for account restrictions, shadow bans, or reach limitations imposed by third-party platforms as a result of Client-authorised content, posting frequency, or connected-account behaviour.

10. AI Solutions – Specific Terms

This Section 10 applies where the Client uses Velocity Labs AI Solutions.

10.1 Service Scope

AI Solutions uses the data the Client connects from its POS and eCommerce systems to identify revenue and retention opportunities and to deploy targeted solutions that act on them, such as offer and reorder campaigns directed at the Client’s existing customers. The Client’s POS and eCommerce data is processed as described in Section 4. Where a solution sends customer communications, including through the AI WhatsApp Agent, the consent and opt-in obligations in Section 4 and Section 8 apply in full, and the Client remains responsible for ensuring it has a valid lawful basis and opt-in for those communications.

10.2 Data Accuracy and Dependencies

The quality of the opportunities identified depends on the accuracy and completeness of the data the Client connects. The Client is responsible for the accuracy of its POS and eCommerce data and for maintaining the connected integrations. Velocity Labs is not liable for outcomes affected by incomplete, inaccurate, or unavailable Client data, or for changes made to connected third-party systems after deployment that affect a solution.

10.3 No Guarantee of Results

AI Solutions surfaces opportunities and automates outreach. It does not guarantee any specific level of revenue, reorders, retention, or other result. Section 7.5 applies.

11. Term, Termination and Limitation of Liability

11.1 Term and Termination by the Client

These Terms apply from the date the Client first uses any Velocity Labs service, or accepts an early access offer, and continue until terminated. The Client may terminate by disconnecting connected accounts, cancelling active subscriptions, and discontinuing use. Where a signed Services Agreement applies, the Client may terminate by giving not less than 30 days’ written notice unless the agreement specifies otherwise, and all fees accrued up to the end of the notice period remain payable.

11.2 Termination by Velocity Labs

Velocity Labs may suspend or terminate the Client’s access at any time, without liability, if it reasonably believes the Client has violated these Terms, the terms of any connected platform, or any applicable law, or where continued service poses a risk to Velocity Labs’ standing with Meta or another platform. Either party may terminate with immediate effect on written notice if the other commits a material breach and fails to remedy it within 30 days of written notice specifying the breach.

11.3 Effect of Termination

On termination, Velocity Labs shall deliver all completed and approved deliverables produced up to the date of termination. Velocity Labs will delete or return end-customer data in accordance with Section 4 and the Privacy Policy, subject to any legal retention requirement. Sections 4, 6, 11, 12, and 14 survive termination.

11.4 Limitation of Liability

Velocity Labs strives to provide reliable and effective services but cannot guarantee that the services will be uninterrupted, error-free, or completely secure. To the maximum extent permitted by applicable law, Velocity Labs, its affiliates, and its suppliers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data, or business opportunities, arising from the Client’s use of or inability to use the services, even if advised of the possibility of such damages. Velocity Labs is not liable for any reduction in reach, engagement, or performance caused by changes to third-party platform algorithms, policies, AI content restrictions, or technical issues outside its control.

11.5 Indemnity

The Client shall indemnify and hold harmless Velocity Labs, its officers, employees, and affiliates from all liabilities, claims, costs, and expenses arising from the Client’s breach of these Terms, its breach of any third-party platform policy, or its breach of its obligations under Section 4. The Client’s specific indemnity obligations in respect of the AI WhatsApp Agent are set out in Section 8.8.

12. Confidentiality

Each party undertakes not to disclose the other’s confidential information to any third party without prior written consent, except to employees or advisers who need to know for the purposes of delivering or receiving the services, or as required by law, and not to use the other’s confidential information for any purpose other than performance of these Terms. This obligation survives termination. The Client’s authorisation of case-study and testimonial use under Section 7.2 is an exception to this Section to the extent of that authorisation.

13. General Provisions

The relationship between the parties is non-exclusive, and nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party is in breach for failure to perform caused by events beyond its reasonable control, provided it notifies the other promptly. Velocity Labs may modify these Terms from time to time, and material changes will be notified by posting the updated Terms within the service or on the Velocity Labs website; continued use after the changes take effect constitutes acceptance. These Terms, together with any signed Services Agreement, statement of work, subscription confirmation, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions. If any provision is found invalid or unenforceable, the remaining provisions continue in full force. Notices shall be in writing and delivered by email to the addresses in Section 15, or, for the Client, to the email address on file at onboarding.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of the Emirate of Abu Dhabi and the applicable federal laws of the United Arab Emirates. Any dispute arising out of or relating to these Terms shall be submitted to the exclusive jurisdiction of the Abu Dhabi Courts. Where a signed Services Agreement specifies a different governing law or jurisdiction for a specific engagement, that provision applies to disputes under that agreement only.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Email: john.robinson@eq-aibridge.com

Website: https://velocity-lab.ai/

Entity: EQ-AI Bridge Advisory LLC (operating as Velocity Labs)

Address: Sharjah Media City, Sharjah, United Arab Emirates

Licence No.: 2539564.01

Terms & Conditions