Agreement and acceptance
These Terms of Service (“Terms”) constitute a binding agreement between VectorAmp, Inc. (“VectorAmp,” “we,” “us”) and the entity or person agreeing to them (“Customer,” “you”). By accessing or using the website, products, APIs, SDKs, or documentation (collectively, the “Services”), by clicking to accept, or by placing an order, you agree to these Terms. If you accept on behalf of an organization, you represent that you have the authority to bind it, and “you” refers to that organization.
If VectorAmp and Customer have a separate written agreement signed by both parties (for example, a Master Services Agreement), or a mutually executed Order Form or Data Processing Addendum, that agreement governs and supersedes these Terms to the extent of any conflict for that Customer. For all other users, these Terms, together with the applicable Order Form, checkout, or online plan terms, constitute the parties’ binding agreement.
Order of precedence: (1) a signed master agreement; (2) the applicable Order Form or online plan terms; (3) the Data Processing Addendum; (4) these Terms; (5) referenced policies and documentation. To use the Services, you must be at least 18 years old and able to form a binding contract.
Definitions
“Authorized Users” are the individuals Customer authorizes to use the Services under its account, including Customer’s employees, contractors, agents, and service providers who are granted access to datasets, API keys, or workspace resources. “Customer Data” is the data Customer or its Authorized Users connect, upload, or generate through the Services. “Documentation” is VectorAmp’s then-current user documentation. “Order Form” means an order, checkout, or online plan selection for the Services. “DPA” means the Data Processing Addendum. Capitalized terms not defined here have the meaning given in the applicable Order Form or signed agreement.
Use of the service
You are responsible for your account, your Authorized Users, and all activity in your workspace, and for ensuring that your and your Authorized Users’ use of the Services complies with these Terms, applicable laws, your agreements with us, and the rights of the individuals whose data you process. You will obtain and maintain all rights, consents, and legal bases required for VectorAmp to process Customer Data on your behalf.
Customer data
Customer retains all ownership of Customer Data. Customer grants VectorAmp a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, troubleshoot, and improve the Services, and as otherwise permitted in the DPA and applicable agreement. VectorAmp processes Customer Data as a processor on Customer’s behalf and in accordance with the DPA and Customer’s documented instructions. We do not sell Customer Data, and we do not use Customer Data to train foundation models except as expressly permitted in the applicable agreement. Customer is responsible for the accuracy and legality of Customer Data and for maintaining appropriate backups of the data it submits.
Customer is responsible for correctly configuring dataset permissions, including any access granted to third-party contractors or agents, and for ensuring that all individuals and systems granted access to specific datasets are authorized under Customer’s own access policies and applicable law.
Accounts and access
You are responsible for keeping credentials and API keys secure and for all activity under your account and keys. Workspace administrators control users, organizations, API keys, connectors, datasets, billing settings, and related permissions and are responsible for the access they grant. You will promptly notify us at support@vectoramp.com if you suspect any unauthorized access to or use of the Services or your account. To the extent permitted by law, we are not liable for losses arising from unauthorized use of credentials or keys that you failed to keep secure.
For clarity, VectorAmp is not commercially liable for any losses, claims, or damages arising from permissioned access to specific datasets being granted incorrectly by Customer, its Authorized Users, or any third-party contractor or agent engaged by Customer, including but not limited to situations where a client or contractor configures, delegates, or extends dataset permissions in a manner that provides access to individuals or systems not intended by Customer’s access policies. This exclusion does not apply to access breaches caused by VectorAmp’s own failure to enforce the platform’s tenant boundaries or backend access controls.
Acceptable use
You will not, and will not permit anyone to: misuse the Services; attempt unauthorized access to the Services or related systems or data; disrupt or interfere with the integrity or performance of the infrastructure; reverse engineer, decompile, or attempt to derive source code or restricted components, except to the extent that such restrictions are prohibited by law; circumvent usage limits, security, or access controls; use the Services to infringe, misappropriate, or violate any rights or laws; upload unlawful, infringing, or malicious content or code; or use the Services to build a competing product or publish benchmarks of the Services without our prior written consent. We may investigate suspected violations and may suspend or restrict access as described in “Term, suspension, and termination.” You may report suspected abuse to support@vectoramp.com.
AI features and outputs
The Services may include retrieval, embedding, ranking, and generation features. Outputs may be inaccurate, incomplete, or unsuitable for your purpose, and may not reflect the most current information. You are solely responsible for evaluating and verifying outputs before relying on them and for any decisions or actions you take based on them. The Services and outputs are not professional, legal, financial, medical, or other regulated advice. You will not use outputs as the sole basis for decisions that have legal or similarly significant effects on individuals, and you are responsible for human review, validation, and controls appropriate to your use, especially in production or regulated contexts. To the extent permitted by law, VectorAmp disclaims responsibility for actions taken in reliance on outputs.
License and intellectual property
Subject to these Terms and the applicable Order Form, VectorAmp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Documentation for Customer’s internal business purposes during the term. VectorAmp and its licensors own all right, title, and interest in and to the Services, software, models, and Documentation, and all related intellectual property, including all improvements and derivatives; no rights are granted except as expressly stated. If you provide suggestions or feedback, you grant VectorAmp a perpetual, irrevocable, royalty-free license to use them without restriction. VectorAmp may collect and use de-identified and aggregated usage data to operate and improve the Services.
Subscriptions and billing
Paid subscriptions, usage limits, renewals, taxes, overages, and payment terms are set out in the applicable Order Form, checkout flow, or online plan terms. Unless stated otherwise: fees are billed in advance and are non-refundable except as required by law; you authorize our payment processor and us to charge your payment method for all fees, including on renewal, metered usage for incurred overage charges, and any incurred and applicable sales taxes; subscriptions automatically renew for successive periods unless canceled no later than three (3) business days before the renewal date; and late or failed payments may result in suspension and additional fees. We may change fees or plan terms prospectively with reasonable notice, effective at your next renewal.
Security and privacy
We maintain technical and organizational safeguards to protect Customer Data, as further described in the DPA and on our Security page. Our handling of personal information is described in the Privacy Policy. No method of transmission or storage is completely secure, and we do not guarantee absolute security. The Privacy Policy and Security page are summaries; the DPA and applicable agreement govern our data-protection commitments.
Beta and preview features
We may offer beta, preview, or evaluation features (“Preview Features”). Preview Features may change, break, or be removed at any time. They are provided “AS IS” without warranties or service-level commitments and may be subject to additional terms. Unless a signed agreement states otherwise, Preview Features do not carry the commitments that apply to generally available Services, and VectorAmp has no liability for Preview Features, except as permitted by law. Preview Features and related non-public information are VectorAmp’s confidential information.
Term, suspension, and termination
These Terms apply while you access or use the Services and, for paid subscriptions, for the subscription term specified in your Order Form. We may suspend or restrict access, in whole or in part, if we reasonably believe you have violated these Terms or the acceptable-use provisions; your use poses a security risk or may harm the Services or others; payment is overdue; or suspension is required by law. We will use reasonable efforts to provide notice where practicable. Either party may terminate for material breach not cured within 30 days of written notice. On termination, your right to use the Services ends. You may export Customer Data during a 30-day window if the Services support export; after that, we may delete it in accordance with the DPA. Provisions that by their nature should survive — including license and IP, disclaimers, limitation of liability, indemnification, and governing law — survive termination.
Warranties and disclaimers
EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICES, DOCUMENTATION, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY. VECTORAMP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE LESSER OF THE AMOUNTS YOU PAID VECTORAMP FOR THE SERVICES IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR US$600.
THESE LIMITS DO NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS, TO BREACHES OF ACCEPTABLE USE OR LICENSE RESTRICTIONS, TO AMOUNTS YOU OWE FOR THE SERVICES, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW. THE PARTIES AGREE THAT THESE LIMITATIONS REFLECT AN AGREED ALLOCATION OF RISK.
For clarity, VectorAmp has no commercial liability for losses arising from permissioned access to datasets being granted incorrectly by Customer, its Authorized Users, or any third-party contractor or agent engaged by Customer, except to the extent such incorrect access was caused by VectorAmp’s breach of these Terms or failure of its backend access controls.
Indemnification
You will defend, indemnify, and hold harmless VectorAmp and its affiliates, officers, and employees from and against third-party claims and related losses, damages, and reasonable expenses (including attorneys’ fees) arising out of or relating to: your Customer Data; your or your Authorized Users’ use of the Services; claims arising from permissioned access to datasets granted or configured incorrectly by Customer, its Authorized Users, or any third-party contractor or agent engaged by Customer; your violation of these Terms, the acceptable-use provisions, or applicable law; or your infringement or violation of a third party’s rights.
Governing law, informal resolution, binding arbitration, jury and class waiver, and excluded claims
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section.
Before initiating arbitration, the parties will attempt in good faith to resolve any dispute through informal negotiation. A party must send written notice describing the dispute and the relief sought. If the dispute is not resolved within thirty (30) days of that notice, either party may commence arbitration. This Section does not apply to, nor does it delay, any Excluded Claim.
Except for the Excluded Claims below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator seated in Tarrant County, Texas. The arbitrator's award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
You and VectorAmp each waive any right to a jury trial and any right to bring or participate in a class, collective, consolidated, or representative action. All claims must be brought only in an individual capacity. If this class-waiver provision is found unenforceable as to any claim, that claim (and only that claim) will be severed and litigated in the courts identified below; the remainder of this Section will remain in full force.
The following are not subject to mandatory arbitration: (a) any claim within the jurisdiction of a small-claims court that either party may bring there; and (b) any action by either party seeking injunctive or other equitable relief for actual or threatened infringement, misappropriation, or breach of intellectual-property rights or confidentiality obligations. For all Excluded Claims and for any proceeding to compel arbitration or to confirm, enforce, modify, or vacate an arbitration award, the state courts in Tarrant County, Texas, and the federal courts in the Northern District of Texas, Fort Worth Division, have exclusive jurisdiction. The parties consent to personal jurisdiction and venue in those courts and waive any objection based on inconvenient forum, provided that federal jurisdiction applies only where an independent basis for it exists.
Export control and sanctions
You represent that you and your Authorized Users are not located in, and will not use the Services in, any country or region subject to U.S. embargoes, and that you and your Authorized Users are not on any U.S. government denied- or restricted-party list. You will comply with applicable export control and sanctions laws and will not export, re-export, or make the Services available in violation of those laws.
Changes to these terms
We may update these Terms from time to time. For material changes, we will provide notice (for example, by posting the updated Terms with a new “Last Updated” date or by notifying account administrators). Changes take effect when posted or on the stated effective date, and your continued use of the Services after that date constitutes acceptance. If you do not agree, you must stop using the Services. For paid subscriptions, material changes take effect at your next renewal unless stated otherwise.
Disclaimers
If you have a signed agreement with VectorAmp, that agreement governs and supersedes these Terms to the extent of any conflict. If you do not, these Terms, together with your Order Form and online plan terms, constitute your binding agreement with VectorAmp. The Services are provided subject to the warranty disclaimer and limitation of liability above. Section headings are for convenience only and do not affect interpretation.
General
Assignment: you may not assign these Terms without our written consent; we may assign to an affiliate or in connection with a merger, financing, or sale of assets.
Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.
Severability: if a provision is unenforceable, the remainder remains in effect.
Waiver: failure to enforce a provision is not a waiver.
Notices: we may provide notices through the Services or to your account contact; legal notices to VectorAmp go to Attn: Walton Lawrence, CEO, VectorAmp Inc., 313 Ridgewood Road, Fort Worth, Texas 76107, or walton@vectoramp.com.
Relationship: the parties are independent contractors.
Third-party services: the Services may interoperate with third-party services we do not control, and we are not responsible for those services.
Entire agreement: these Terms, the Order Form, the DPA, and referenced policies constitute the entire agreement on this subject and supersede prior summaries or statements.
Questions
For questions about these Terms, contact walton@vectoramp.com. Legal notices should be sent to Attn: Walton Lawrence, CEO, VectorAmp Inc., 313 Ridgewood Road, Fort Worth, Texas 76107.