VectraLabs Master Terms of Use

1. Introduction

These Terms of Use (the “Agreement” or “Terms”) are between VectraLabs LLC, a Wyoming limited liability company (“VectraLabs”, “we”, “us”, or “our”), and the individual or entity accessing or using our Services (“Customer”, “you”).

These Terms govern access to and use of:

• The VectraLabs.ai website and marketplace;
• Any AI-powered agents made available by VectraLabs, including but not limited to VectraLex and future vertical agents (the “Agents”);
• Any associated software, APIs, documentation, and related services (collectively, the “Services”).

By clicking “Accept”, creating an account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization; in that case, “Customer” refers to that organization.

2. Definitions

• Agent(s): any AI-powered solution offered by VectraLabs (e.g., VectraLex and future domain-specific agents).
• Customer Data: data, documents, text, content, and other materials submitted, uploaded, or transmitted to the Services by or on behalf of Customer.
• Output: AI-generated content, suggestions, analysis, or other results produced by the Services based on Customer Data or inputs.
• Personal Data / Personal Information: information relating to an identified or identifiable natural person.
• Subprocessor: any third party engaged by VectraLabs to process Customer Data in connection with providing the Services.
• Order: any online checkout, order form, proposal, or document specifying the Services, subscription plan, and fees.

Product-specific terms may be set out in Product Addendums, which are incorporated into this Agreement by reference.

3. Access and Use

3.1 Access Rights

VectraLabs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for internal business purposes.

3.2 Accounts

• Customer is responsible for the accuracy of registration information.
• Maintaining the confidentiality of login credentials.
• All activities conducted under its accounts.

Customer must promptly notify VectraLabs of any unauthorized access or suspected compromise.

3.3 Acceptable Use

Customer and Users shall not:

• Use the Services to violate any applicable law or third-party rights.
• Generate or disseminate malicious code, spam, threats, or fraudulent content.
• Attempt to gain unauthorized access or interfere with security features.
• Reverse engineer or attempt to derive source code.
• Use the Services to build a competing product or service.
• Misrepresent Outputs as human- or attorney-generated where disclosure is required.

VectraLabs may suspend access for behavior that violates these Terms or poses security or legal risk.

4. Fees and Payment

• Fees: Customer will pay all fees specified in the applicable Order or plan.
• Billing & Renewals: Subscriptions renew automatically unless canceled per our Refund & Cancellation Policy.
• Non-Payment: VectraLabs may suspend access or charge interest on overdue amounts as permitted by law.

5. Data; Outputs; Privacy; Security

• Customer Data: Customer retains ownership; grants VectraLabs a license to process and use data for providing and improving Services.
• Outputs: Customer may use Outputs for internal purposes; acknowledges they may be inaccurate or incomplete.
• Model Improvement: VectraLabs may use de-identified, aggregated data to improve its Services but will not sell or expose Customer Data.
• Privacy: Governed by our Privacy Policy.
• Security: We implement commercially reasonable measures to protect Customer Data.

6. Third-Party Services & LLM Providers

The Services may interoperate with third-party applications or models. VectraLabs may route Customer Data to one or more AI model providers under contractual protections and may change integrations as needed.

7. Confidential Information

Each party agrees to protect Confidential Information, use it only for purposes of this Agreement, and not disclose it except under confidentiality obligations. These obligations survive termination.

8. Intellectual Property

VectraLabs owns all rights to the Services, Agents, software, and models (excluding Customer Data). Feedback may be used without restriction or obligation.

9. Warranties; Disclaimers

The Services are provided “AS IS” and “AS AVAILABLE.” VectraLabs disclaims all warranties, including merchantability and fitness for a particular purpose. Outputs may be inaccurate or incomplete and should not be relied upon as professional advice.

10. Indemnification

• By Customer: Customer will defend and indemnify VectraLabs from claims arising from misuse of the Services or violation of laws.
• By VectraLabs: For IP claims, VectraLabs may modify, substitute, or terminate affected portions with a pro-rated refund.

11. Limitation of Liability

VectraLabs’ total liability shall not exceed fees paid in the prior 12 months. We are not liable for indirect, incidental, or consequential damages, including loss of profits or data.

12. Term; Suspension; Termination

The Agreement remains in effect while the Customer uses the Services. Either party may terminate for uncured material breach within 30 days’ notice. Upon termination, Customer may request export or deletion of data subject to legal retention.

13. Governing Law; Dispute Resolution; International Users

This Agreement is governed by the laws of Wyoming, USA. Disputes shall be resolved in Wyoming courts. International users retain mandatory consumer protection rights under their jurisdiction.

14. Export; Anti-Corruption

Customer agrees not to export or use the Services in violation of U.S. export control laws or in connection with unlawful activity.

15. Miscellaneous

• Assignment: Customer may not assign without consent (except to a successor in interest).
• Entire Agreement: These Terms and referenced policies form the complete agreement.
• Severability: Invalid provisions do not affect the remainder.
• No Waiver: Failure to enforce terms is not a waiver.
• Changes: Updates may be made by posting revised terms; material changes will be notified.