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Terms and Conditions

Effective Date: March 5, 2026
Entity: CoolR Group, Inc. (Delaware, USA)

These Terms and Conditions ("Agreement") govern access to and use of CoolR Group, Inc.'s VistaZ platform, including the CoolR mobile application, web application, and website (collectively, the "Services"). References to "CoolR", "we", "us", or "our" mean CoolR Group, Inc. References to "Client", "you", or "your" mean the enterprise entity or authorized individual accessing the Services.

The Services are designed exclusively for business-to-business (B2B) use by authorized enterprise clients and their designated users.

BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT AND THAT YOUR ORGANIZATION ACCEPTS ALL TERMS HEREIN. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. Definitions​

TermDefinition
ServicesThe CoolR VistaZ SaaS platform, including the web application, mobile application (iOS and Android), APIs, website, dashboards, analytics tools, and associated documentation.
Authorized UserAny individual employed by or contracted to Client who is granted access credentials by Client to use the Services.
Client DataAny data, images, or information submitted by Client or its Authorized Users through the Services, including cooler imagery, planogram data, retail execution data, and product inventory data.
Confidential InformationAll non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
DocumentationUser guides, API references, technical specifications, or other materials made available by CoolR in connection with the Services.
Intellectual Property RightsAll patents, copyrights, trademarks, trade secrets, and any other intellectual property or proprietary rights.
Order Form / SOWA separately executed agreement specifying the scope of Services, pricing, and additional terms.

2. Scope of Services​

2.1 Platform Coverage​

This Agreement applies to all components of the Services, including:

  • The VistaZ web application accessible via browser at any CoolR-hosted URL
  • The CoolR mobile application available on iOS and Android platforms
  • The CoolR public website and marketing pages
  • All APIs and data integration endpoints provided by CoolR
  • Any embedded AI or computer vision tools or modules forming part of the platform

2.2 B2B Enterprise Use Only​

The Services are designed exclusively for enterprise business use. Client represents and warrants that (a) it is a legal business entity, (b) it accesses the Services solely for lawful commercial purposes, and (c) all Authorized Users are adults of legal contracting age in their jurisdiction.

3. License Grant and Restrictions​

3.1 License Grant​

Subject to Client's compliance with this Agreement and timely payment of all applicable fees, CoolR grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to:

  • Access and use the Services for Client's internal business operations; and
  • Permit Authorized Users to access the Services solely for purposes authorized under this Agreement.

3.2 Restrictions​

Client shall not, and shall ensure Authorized Users do not:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or AI/ML models underlying the Services
  • Resell, sublicense, lease, rent, or otherwise make the Services available to any third party except Authorized Users
  • Modify, adapt, translate, or create derivative works based on the Services or Documentation
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Services
  • Use the Services to build a competing product or to benchmark the Services for competitive intelligence purposes without CoolR's prior written consent
  • Circumvent or disable any security, access control, or authentication feature
  • Access the Services via automated means (bots, scrapers) except through CoolR-sanctioned APIs
  • Use the Services in any manner that violates applicable law or infringes any third-party rights

3.3 Authorized Users​

Client is responsible for provisioning and deprovisioning Authorized User accounts. Client shall promptly notify CoolR of any unauthorized access or suspected compromise of credentials. CoolR may suspend access upon reasonable belief of unauthorized use.

4. Confidentiality​

4.1 Obligations​

Each party ("Receiving Party") agrees to: (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely to exercise rights or fulfill obligations under this Agreement. Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

4.2 Exclusions​

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

4.3 Compelled Disclosure​

If required by law or court order to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party (to the extent permitted by law) and cooperate with efforts to seek a protective order or other appropriate relief.

4.4 Client Data Sensitivity​

Client acknowledges that Client Data processed through the Services may include commercially sensitive retail execution intelligence. CoolR treats all Client Data as Confidential Information and shall not use Client Data for any purpose other than providing and improving the Services. CoolR shall not share Client Data with third parties except as required to provide the Services or as compelled by law.

5. Data Processing and Privacy​

5.1 Client Data Ownership​

As between the parties, Client retains all right, title, and interest in and to Client Data. Client grants CoolR a limited, non-exclusive license to process Client Data solely to provide the Services.

5.2 Data Security​

CoolR implements and maintains commercially reasonable administrative, physical, and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration, or destruction. CoolR shall notify Client without undue delay upon becoming aware of any confirmed breach affecting Client Data.

5.3 Data Processing Agreement​

To the extent that Client Data includes personal data subject to applicable privacy laws (including GDPR, CCPA, or equivalent regulations), the parties shall execute a Data Processing Agreement (DPA) as a supplement to this Agreement. Absent an executed DPA, Client warrants that it has obtained all necessary consents and authorizations to transfer personal data to CoolR.

5.4 Retention and Deletion​

CoolR retains Client Data for the duration of the subscription term and for up to 90 days following termination, after which CoolR will securely delete or anonymize Client Data unless legally required to retain it. Client may request earlier deletion in writing.

5.5 Aggregated Analytics​

CoolR may use aggregated, anonymized, and de-identified data derived from Client Data to improve the Services, provided such data cannot be used to identify Client or any individual. CoolR owns all rights in such aggregated and anonymized data.

5.6 Full Privacy Policy​

For a full description of how CoolR collects, processes, and protects personal data across the platform, website, and mobile application, refer to the CoolR Privacy Policy.

6. Intellectual Property​

6.1 CoolR Ownership​

CoolR and its licensors own all right, title, and interest in and to the Services, including all software, AI/ML models, computer vision algorithms, user interfaces, APIs, Documentation, and all updates, enhancements, and derivatives thereof. No rights are transferred to Client except the limited license expressly granted herein.

6.2 Feedback​

If Client provides suggestions, feedback, or ideas regarding the Services ("Feedback"), Client grants CoolR a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback without any obligation or restriction.

6.3 No Implied License​

No right or license is granted by implication, estoppel, or otherwise except as expressly set forth in this Agreement.

7. Fees and Payment​

7.1 Fees​

Fees for the Services are set forth in the applicable Order Form or SOW. All fees are in US Dollars unless otherwise specified.

7.2 Payment Terms​

Invoices are due within 30 days of the invoice date unless otherwise specified. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

7.3 Taxes​

Fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, or similar taxes, excluding taxes on CoolR's net income.

7.4 Suspension for Non-Payment​

CoolR reserves the right to suspend access to the Services upon 10 days' written notice if Client's account remains overdue, without liability to Client.

8. Service Availability​

8.1 Uptime Commitment​

CoolR targets commercially reasonable availability for the Services. Specific SLA commitments, uptime percentages, and remedies (including service credits) are set forth in the applicable Order Form or SLA addendum.

8.2 Scheduled Maintenance​

CoolR will endeavor to provide at least 48 hours' advance notice of scheduled maintenance that may affect Service availability and will minimize disruption to business hours where feasible.

8.3 Disclaimer​

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COOLR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. COOLR MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Acceptable Use​

Client agrees to use the Services only in accordance with this Agreement and all applicable laws. Prohibited uses include, without limitation:

  • Uploading, transmitting, or storing data that infringes third-party intellectual property rights or violates any applicable law
  • Attempting to probe, scan, or test the vulnerability of CoolR's systems or to breach security measures
  • Interfering with or disrupting the integrity or performance of the Services or the data of other clients
  • Using the Services to process data of sanctioned individuals or entities, or in violation of export control laws
  • Impersonating any person or entity or misrepresenting Client's affiliation with any entity

CoolR may investigate any suspected violation of this section and suspend or terminate access if a violation is confirmed, without liability.

10. Indemnification​

10.1 By Client​

Client shall indemnify, defend, and hold harmless CoolR and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's or any Authorized User's use of the Services in breach of this Agreement; (b) Client Data, including any claim that Client Data infringes a third party's rights; or (c) Client's violation of applicable law.

10.2 By CoolR​

CoolR shall indemnify, defend, and hold harmless Client from and against any third-party claims alleging that the Services, as provided by CoolR and used in accordance with this Agreement, infringe any patent, copyright, trademark, or trade secret of such third party. CoolR's obligations under this section do not apply to infringement claims arising from: (a) Client's modification of the Services; (b) use of the Services in combination with products not provided or approved by CoolR; or (c) Client Data.

10.3 Process​

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

11. Limitation of Liability​

11.1 Exclusion of Consequential Damages​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO COOLR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $1,000.

11.3 Exceptions​

The limitations in this Section 11 do not apply to: (a) Client's payment obligations; (b) a party's indemnification obligations for third-party claims; (c) death or personal injury caused by negligence; (d) fraud or willful misconduct; or (e) breaches of Section 4 (Confidentiality) or Section 6 (Intellectual Property).

12. Term and Termination​

12.1 Term​

This Agreement commences on the effective date of the applicable Order Form and continues for the subscription term specified therein. Unless the Order Form specifies otherwise, subscriptions automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

12.2 Termination for Cause​

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy proceedings.

12.3 Effect of Termination​

Upon termination or expiration: (a) all licenses granted herein immediately terminate; (b) Client shall cease use of the Services and destroy or return any CoolR Confidential Information; (c) CoolR will make Client Data available for export for 30 days, after which CoolR may delete it; and (d) all accrued payment obligations survive.

12.4 Survival​

Sections 4, 5, 6, 7, 10, 11, 13, and 14 survive termination or expiration of this Agreement.

13. Governing Law and Dispute Resolution​

13.1 Governing Law​

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.

13.2 Informal Resolution​

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute by escalating to senior representatives of each party for 30 days from written notice of the dispute.

13.3 Arbitration​

Any dispute not resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in English, seated in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Injunctive Relief​

Either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying dispute.

13.5 Class Action Waiver​

Each party waives any right to bring claims on a class, collective, or representative action basis. Disputes must be brought individually.

14. General Provisions​

TopicProvision
ModificationsCoolR may update this Agreement at any time. Material changes will be communicated at least 30 days prior to taking effect. Continued use constitutes acceptance. For enterprise clients with an executed Order Form, material changes to core commercial terms require mutual written agreement.
Entire AgreementThis Agreement, together with all applicable Order Forms, SOWs, and addenda, constitutes the entire agreement between the parties and supersedes all prior agreements. In case of conflict, the Order Form takes precedence.
AssignmentClient may not assign this Agreement without CoolR's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. CoolR may freely assign this Agreement.
Waiver and SeverabilityFailure to enforce any provision is not a waiver. If any provision is found invalid, it shall be modified to the minimum extent necessary, and remaining provisions continue in full force.
Force MajeureNeither party is liable for delays caused by circumstances beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate.
Export ComplianceClient shall comply with all applicable US export control laws. Client represents it is not subject to US trade embargo or on any US government restricted party list.
Relationship of PartiesThe parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, franchise, or employment relationship.
NoticesNotices must be in writing, delivered to the addresses on record. Email notices are effective upon confirmation of receipt.
Anti-CorruptionEach party represents it has not and will not engage in conduct violating applicable anti-bribery or anti-corruption law, including the US Foreign Corrupt Practices Act.

15. Contact​

For questions regarding this Agreement, legal notices, or data privacy matters:

CompanyCoolR Group, Inc.
Address4451 Brookfield Corporate Drive, Suite 111, Chantilly, VA 20151, USA
Legal Emailfinance@coolr.ai
Support Emailsupport@coolr.ai
Websitehttps://www.coolr.ai

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.