ViaVela Pilot Program Agreement — US

DRAFT — for U.S. (Nebraska) counsel review. Not legal advice and not final. Have a licensed Nebraska attorney review before publishing or signing. Bracketed […] items must be filled in. Delete this banner before signing. Company master (2026-09-05). Product-specific terms are supplied by the Product Schedule named in the Order; jurisdiction riders (Puerto Rico) are applied by jurisdictions/PR.md. Attorney review required before use.

Last updated: 2026-07-10

This Pilot Program Agreement ("Agreement") is entered into as of [EFFECTIVE DATE — fill at signing] (the "Effective Date") by and between:

• ViaVela Solutions LLC, a Nebraska limited liability company with its with a mailing address of P.O. Box 13001, Offutt AFB, NE 68113 ("ViaVela," "we," "us"); and
• [PILOT BUSINESS LEGAL NAME — fill from Business], a [entity type — LLC / corporation / sole proprietorship] located at [PILOT BUSINESS STREET ADDRESS, CITY, STATE, ZIP — fill from Business] ("Pilot Participant," "you").

ViaVela and the Pilot Participant are each a "Party" and together the "Parties."

1. Purpose

ViaVela has developed the Product, a business-management software platform (collectively, the "Software"). "Product" means the ViaVela software application(s), surfaces, and features identified in the Product Schedule named in the applicable Order. The Parties wish to conduct a time-limited, no-fee (or reduced-fee) pilot to evaluate the Software in a live business environment and gather feedback.

For Venustas, the Software is a point-of-sale and service-business management software platform, including a back-office desktop application, a technician application, and a client booking/self-checkout portal.

2. Pilot term

2.1 The pilot begins on the Effective Date and continues for 90 days (the "Pilot Term"), unless extended in writing or terminated under Section 13. 2.2 Either Party may terminate the pilot at any time on 7 days' written notice (email is sufficient).

3. License grant (pilot)

3.1 Subject to this Agreement, ViaVela grants the Pilot Participant a limited, non-exclusive, non-transferable, revocable license to install and use the Software at the location(s) listed in Exhibit A solely for the Pilot Participant's internal business operations during the Pilot Term. 3.2 The Software is licensed, not sold. ViaVela retains all right, title, and interest in and to the Software and all intellectual property therein. 3.3 Restrictions. The Pilot Participant shall not, and shall not permit others to: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is prohibited by applicable law; (c) sublicense, sell, rent, or otherwise make the Software available to any third party; or (d) remove or alter any proprietary notices.

4. Fees

4.1 The pilot is provided at no charge for the Pilot Term. 4.2 Payment processing and any other third-party services the Pilot Participant chooses to enable are billed by those providers directly and are not included.

cash and other manual, non-card tenders; card processing is not enabled during the Pilot Term and may be added later through the Platform's processor-hosted integration.

4.3 After the Pilot Term, continued use requires a separate subscription agreement and the then-current fees.

5. Pilot Participant responsibilities

The Pilot Participant shall: (a) provide accurate business, tax-jurisdiction, and service data; (b) designate a primary contact; (c) use the Software in compliance with applicable law, including consumer-protection, tax, and privacy laws of the United States and the states in which it operates; (d) obtain any consents required to collect and process its clients' and staff's personal information through the Software; and (e) provide reasonable feedback to ViaVela.

6. Data

6.1 Pilot Participant Data. As between the Parties, the Pilot Participant owns the business and client data it enters ("Participant Data"). ViaVela will process Participant Data only to provide and improve the Software and as described in the Privacy Policy. 6.2 Export & deletion. On request at or after the end of the Pilot Term, ViaVela will provide a reasonable export of Participant Data and, on written request, delete it within 30 days, except for data ViaVela must retain by law or in routine backups. 6.3 The Pilot Participant is responsible for the accuracy of its data and for any client consents (including the liability waiver feature, if used).

7. Payments & money handling (pilot scope)

7.1 The Software records the Business's operational and financial figures (as described in the Product Schedule) but is not a payment processor, accountant, or tax advisor. Tax computations and obligation reminders are estimates for convenience only; the Pilot Participant's CPA remains responsible for actual filings. 7.2 Cash and other manual, non-card transactions are recorded as manual tenders; the Pilot Participant is solely responsible for collecting, reconciling, and remitting all amounts, including applicable sales/use tax and any other taxes.

8. Feedback

Any feedback, ideas, or suggestions the Pilot Participant provides about the Software are given freely, and ViaVela may use them without restriction or obligation. Feedback is not Participant Data.

9. Confidentiality

Each Party may receive non-public information of the other ("Confidential Information"), including the Software, pricing, and the Participant's business data. The receiving Party will protect it with reasonable care and use it only to perform under this Agreement. This Section survives termination for 3 years.

10. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR EVALUATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIAVELA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIAVELA DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL CORRECTLY COMPUTE ANY TAX OR FINANCIAL AMOUNT.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. VIAVELA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID BY THE PILOT PARTICIPANT TO VIAVELA UNDER THIS AGREEMENT, OR (b) US$100. These limits do not apply to a Party's breach of confidentiality or to liability that cannot be limited by law.

12. Indemnification

The Pilot Participant will defend and indemnify ViaVela against third-party claims arising from (a) the Participant Data, (b) the Pilot Participant's use of the Software in violation of law or this Agreement, or (c) the Pilot Participant's services to its own clients (including any liability-waiver matters).

13. Term & termination

On expiration or termination: (a) the license in Section 3 ends and the Pilot Participant will stop using the Software; (b) each Party will return or destroy the other's Confidential Information on request; and (c) Sections 3.2, 6, 8–12, and 14 survive.

14. General

14.1 Governing law. This Agreement is governed by the laws of the State of Nebraska, without regard to conflict-of-laws rules. 14.2 Venue / dispute resolution. Any dispute arising out of this Agreement shall be brought exclusively in the state or federal courts located in Sarpy County, Nebraska (confirm county with counsel), and each Party irrevocably consents to personal jurisdiction there. 14.3 Entire agreement. This Agreement (with its Exhibits) is the entire agreement and supersedes prior discussions. Amendments must be in writing signed by both Parties. 14.4 Assignment. Neither Party may assign without the other's consent, except ViaVela may assign to an affiliate or successor. 14.5 Notices. Notices go to the contacts in Exhibit A and are effective on receipt (email acceptable). 14.6 Independent contractors. The Parties are independent; nothing creates a partnership, agency, or employment relationship.

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Exhibit A — Pilot details

• Location(s): [Business address(es) — fill from Business]
• Deployment type: [ ] — see the Product Schedule for the Pilot Participant's deployment-type options]
• Primary contact (Participant): [name, email, phone — fill from Business]
• Primary contact (ViaVela): [YOUR NAME], legal@viavelahq.com
• Pilot Term: [start date] – [start date + 90 days]
• Fee: no charge
• Payment methods in scope: see the Product Schedule.

Deployment type: [ ] single-technician [ ] multi-technician

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Signatures

ViaVela Solutions LLC By: ________________________ Name: ______________ Title: ______ Date: ______

[PILOT BUSINESS LEGAL NAME — fill at signing] By: ________________________ Name: ______________ Title: ______ Date: ______

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Contact: hello@viavelahq.com · legal@viavelahq.com · viavelahq.com