Terms of Service

01Definitions

• “Order Form” means the ordering document signed by both parties specifying seats, fees, term and other commercial terms.
• “Customer Contact” means the person named as the Customer’s contact in the Order Form or, where there is no Order Form, the Administrator who accepted these Terms. The Customer keeps its Customer Contact current by notice under Section 17.2.
• “Named User” means an individual employee or contractor of the Customer, or a user from an allow-listed partner organization under Section 4, to whom a seat is assigned and who is the sole permitted user of that seat.
• “Administrator” means a Named User to whom the Customer has granted administrative privileges in the Service, including seat assignment, consumption thresholds, partner domain allow-listing, and data requests on the Customer’s behalf.
• “Collaboration User” means an individual invited into a workspace to view and comment on shared threads without a seat, as described in Section 4.
• “Reasoning Units” or “RUs” means VecturAI’s blended unit for metering platform consumption, as described in Section 7.
• “Knowledge Graph” means a VecturAI-built structured data asset covering a product or product family, made available within the Service.
• “Customer Data” means content, prompts, files and other information submitted to or ingested by the Service by or for the Customer, including by its Named Users and Collaboration Users; data retrieved from third-party systems the Customer connects; prompt templates and Custom Tool configurations; and the stored context and memory the Service retains for the Customer’s users.
• “Custom Tool” means a tool configured by the Customer within the Service — comprising a name, instructions and, at the Customer’s election, Customer Data documents or permitted web sources — that the Service may invoke when responding to the Customer’s Named Users. A Custom Tool’s configuration and attached documents are Customer Data.
• “Outputs” means content generated by the Service in response to Customer Data, including copied text, artifacts, downloadable PDFs, and Snaps.
• “Snap” means an interactive microsite, rendered and hosted by VecturAI using generative UI, that the Customer can share with people outside the Service, as described in Section 9.
• “Partner DPA” means a data processing agreement between the Customer and a partner organization covering information exchanged through the Service, as described in Section 4. VecturAI is not a party to any Partner DPA.
• “Confidential Information” means non-public information disclosed by one party to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the Order Form, and non-public information about the Service.

02The Service, Licence & Changes

2.1 Licence

Subject to the Agreement, VecturAI grants the Customer a non-exclusive, non-transferable right to access and use the Service during the term for its internal business purposes, including collaborating with partner organizations under Section 4 and sharing Outputs under Section 9, up to the number of seats set out in the Order Form. VecturAI retains all rights not expressly granted.

2.2 Pilots & beta features

VecturAI may make the Service, or particular features, available as a private beta, pilot or other pre-release offering (“Beta”). Beta offerings are provided “as is”, may contain errors, and may be changed, limited or withdrawn at any time.

Where the Customer uses the Service without an Order Form (for example during the private beta): (a) no fees are payable unless the parties agree otherwise in writing; (b) usage limits, including seats and RUs, are those set by VecturAI within the Service; (c) either party may end the Customer’s access at any time on notice; and (d) VecturAI’s liability is limited as set out in Section 14.2. Support is provided as described in Section 12.

2.3 Changes to the Service

VecturAI continuously develops the Service and may add, change or remove features. VecturAI will not make a change that materially reduces the core functionality of the Service during a paid term, except where required by law, to address a security risk, or where a third-party provider on which a feature depends changes or withdraws its service. If VecturAI discontinues the Service, it will give the Customer Contact at least sixty (60) days’ notice and refund prepaid fees for the unused portion of the term.

03Named Seats & Reassignment

Seats are licensed on a named-user basis. Each seat is for one identified Named User and may not be shared, and login credentials may not be used by more than one individual. Concurrent or pooled use of a single seat by multiple people is not permitted.

Seats are assigned by the Customer’s Administrators within the Service. An Administrator may designate a default seat, which is assigned automatically to a user on sign-up or first login; where no default seat is designated, a user holds no seat until an Administrator assigns one. An Administrator may reassign a seat from one Named User to another at any time — for example, when an employee leaves or changes role. Account history, stored context, memory and usage data belong to the user account and do not transfer with the seat, and a removed user’s data may be retained or deleted in accordance with Section 8.4. Reassignment changes who holds the seat; it does not increase the number of seats.

The Customer is responsible for keeping login credentials confidential and for all activity under its users’ accounts. The Customer will notify VecturAI promptly at security@vecturai.com if it suspects unauthorized access to an account or to the Service.

04Collaboration Users & Partner Access

In addition to Named Users, the Customer may invite Collaboration Users into a workspace at no charge and without consuming a seat. A Collaboration User may view threads shared with them and comment on specific portions; those comments are returned to the thread owner. A Collaboration User may not fork or copy a shared thread or create their own threads, and does not consume RUs. Creating, copying/forking and running work require a full seat. As Collaboration Users are read-and-comment participants, no fixed cap applies, subject to the fair-use expectation that invitations are for genuine collaboration and not a substitute for seats.

Collaboration Users may be from the Customer’s organization or from a partner organization. Before a partner-organization user may be invited, an Administrator must (a) add the partner’s domain to the allow-list, and (b) confirm in the admin console that the Customer has signed a Partner DPA with that partner organization. The Service does not allow invitations from a partner organization until that confirmation is recorded. The Customer controls and is responsible for the Customer Data it exposes to allow-listed partner users. Where an Administrator assigns a purchased seat to a partner-organization user, that user is a Named User, and the seat counts against the Customer’s seat total and remains the Customer’s responsibility.

The Customer represents and warrants that, before inviting any partner-organization user or sharing any data with them through the Service, it has obtained all necessary consents, rights and permissions from the relevant partner organization and its users to upload, share and process their information within VecturAI workspaces, and that the Partner DPA it has confirmed is in effect and will remain in effect for as long as that partner’s users have access. If a Partner DPA ends, the Customer will promptly remove that partner’s users and domain from the Service. VecturAI does not review Partner DPAs and relies on the Administrator’s confirmation.

05Customer Responsibilities

This Agreement governs the use of the Service by all users the Customer invites, including Named Users, Collaboration Users and partner-organization users. The Customer will ensure its invited users comply with this Agreement and remains responsible for their acts and omissions as if they were the Customer’s own, including their conduct and any content or inputs they contribute.

The Customer represents and warrants that it has, and will maintain, all rights, consents and notices needed to submit Customer Data to the Service and for VecturAI to process it as described in this Agreement, including data retrieved from third-party systems the Customer connects.

Unless the Order Form expressly permits it, the Customer will not submit to the Service health information regulated under HIPAA or similar laws, payment card data, government-issued identification numbers, personal data of children under 16, or data subject to export-control restrictions. VecturAI is not responsible for such data submitted in breach of this Section.

06Acceptable Use

The Customer will not, and will not permit any user to: (a) exceed the licensed number of seats or circumvent seat, usage or access controls; (b) resell, sublicense or provide the Service to third parties except as expressly permitted; (c) reverse engineer or attempt to extract the underlying models, Knowledge Graphs or source code; (d) use the Service unlawfully or to infringe the rights of others; (e) input data the Customer is not authorised to share; (f) use the Service or Outputs to develop or train a competing product or AI model; (g) bypass or interfere with the Service’s safety, security or usage controls, including by attempting to manipulate the underlying models into producing prohibited content; (h) introduce malware, or carry out penetration testing, vulnerability scanning or load testing without VecturAI’s prior written consent; or (i) use the Service in breach of the usage policies of the AI model providers that power it, which VecturAI makes available on request.

Good-faith security research reported to security@vecturai.com under the process on the Support page is not a breach of item (h), provided it accesses no more data than is necessary to demonstrate the issue and does not disrupt the Service or other customers.

The Customer will comply with applicable export-control and sanctions laws, will not permit access to the Service from any country or by any person subject to U.S. sanctions or embargoes, and represents that neither it nor its users are named on a U.S. government restricted-party list.

07Reasoning Units, Capacity & Overage

Platform consumption is metered in Reasoning Units (RUs). A single request may involve graph traversal, vector operations, document operations, web search, tool calls and multiple model invocations across different providers; rather than expose each, VecturAI reports consumption as one blended RU figure. Each user can view the RU consumption of each run within the Service, and Administrators can view consumption across the Customer’s team.

The Order Form specifies how the monthly RU allotment is allocated: either as a pooled allotment shared across all of the Customer’s seats, so that uneven use between users draws from the shared pool, or as a per-user quota attached to each seat. Usage beyond the applicable allotment — the pool, or an individual user’s quota — is charged at the overage rate set out in the Order Form, billed in arrears. Unused RUs do not roll over between months.

To help the Customer manage consumption, an Administrator can set consumption thresholds within the Service, including, under a pooled allotment, a per-user limit on how much of the pool an individual user may consume. Where a threshold is configured, the Service applies it as the Customer directs — for example by alerting the Administrator or limiting further consumption on reaching the threshold. It is the Customer’s responsibility to configure thresholds appropriately; absent a configured limit, consumption (and any resulting overage) accrues as used.

Usage initiated by or through the Customer’s Named Users — including automated, agentic, scheduled or API-triggered runs — is authorized usage of the Customer and is metered on the same basis as any other usage. The Customer acknowledges that a single action may legitimately trigger multiple model invocations and tool calls, and that all such consumption is validly metered in RUs. VecturAI’s consumption records, made visible to the Customer within the Service, are the authoritative basis for billing, absent demonstrable error. The Customer is responsible for using the available threshold controls to manage automated and high-consumption workflows.

08Data, Privacy & Subprocessors

How VecturAI handles personal data is also described in its Privacy Policy. This Section sets out VecturAI’s contractual commitments for Customer Data.

8.1 Hosting

The Service and Customer Data are hosted and stored on Amazon Web Services in the United States (US East region). By using the Service, the Customer consents to the processing and storage of Customer Data in the United States. VecturAI’s authorized personnel and contractors may access Customer environments remotely from locations outside the United States to provide operational support, maintenance, monitoring and debugging, subject to VecturAI’s confidentiality and security obligations under this Agreement.

8.2 Subprocessors

The Service uses third-party large language model providers to generate Outputs. To do so, Customer Data (including prompts and relevant content) is transmitted to those providers for processing. VecturAI accesses them under enterprise or API terms that do not permit the use of Customer Data to train their models.

VecturAI also uses infrastructure and operational subprocessors, including for hosting and for security and compliance monitoring. A current list of VecturAI’s model, infrastructure and operational subprocessors is available to the Customer on request to compliance@vecturai.com, and VecturAI’s security posture is published on its trust center at trust.vecturai.com. VecturAI will use commercially reasonable efforts to notify the Customer Contact of material changes to its subprocessors.

8.3 Use of Customer Data

As between the parties, the Customer owns its Customer Data. The Customer grants VecturAI a limited licence to host, process and transmit Customer Data solely to provide and support the Service. VecturAI processes Customer Data on the Customer’s behalf and on its documented instructions, which are this Agreement and the Customer’s use and configuration of the Service.

VecturAI will not sell or share Customer Data; retain, use or disclose it for any purpose other than providing and supporting the Service; or combine it with personal data VecturAI receives from other sources, except as permitted by applicable law. VecturAI will notify the Customer if it can no longer meet these obligations. VecturAI does not use Customer Data to train its own or third parties’ foundation models. VecturAI may use aggregated, de-identified operational data that does not identify the Customer or any individual to improve the Service, and will not attempt to re-identify it.

8.4 Retention

On written request by an Administrator made at any time before termination or within 30 days after it, VecturAI will provide an export of the Customer’s Customer Data in a commonly-used, machine-readable format within 30 days of the request. After that 30-day post-termination window, VecturAI will delete the Customer’s Customer Data from the Service, and from backups as they expire in the ordinary course.

During the term, an Administrator may delete Customer Data within the Service or ask VecturAI to delete it. When a user is removed under Section 3, an Administrator may ask VecturAI to export or delete that user’s account data; otherwise it is retained as Customer Data and deleted on termination under this Section. VecturAI may retain Customer Data where required by law, subject to Section 15.

8.5 Third-party integrations

The Service may integrate with third-party systems the Customer chooses to connect (for example Salesforce, HubSpot or ServiceNow). The Customer is responsible for maintaining its own accounts, credentials and authorizations for those systems. VecturAI is not responsible for outages, rate limits, API changes, discontinuation, or data errors originating from third-party systems, or for any resulting unavailability of integration-dependent features.

8.6 Security & breach notification

VecturAI maintains administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, and logging and monitoring, as further described on its trust center at trust.vecturai.com. If VecturAI becomes aware of unauthorized access to, or loss or disclosure of, Customer Data in its systems, it will notify the Customer Contact without undue delay, provide the information the Customer reasonably needs to meet its own obligations, and take reasonable steps to contain and remediate the incident. Suspected vulnerabilities and security incidents can be reported to security@vecturai.com.

09Intellectual Property & Outputs

VecturAI owns and retains all rights in the Service, the platform, the underlying graph architectures and ontology, the standard Knowledge Graphs, and all related software, models, and materials, including improvements and feedback-derived enhancements. As between the parties, the Customer retains all intellectual property rights in its Customer Data and the proprietary inputs it provides (such as SLAs, SOWs, tickets or diagrams). Providing such inputs to the Service does not transfer any ownership of the platform or the Knowledge Graphs to the Customer.

Outputs the Customer generates are treated as follows:

• Copied text, artifacts and downloadable PDFs: to the extent VecturAI has rights in this Output content, the Customer owns it and may use it freely for its business purposes.
• Snaps: Snaps provide recipient-engagement analytics. VecturAI grants the Customer a licence to use, share and distribute Snaps and their underlying content for its business purposes. Because Snaps are a VecturAI-rendered, hosted format, VecturAI will export and provide the underlying HTML of a Snap to the Customer on request.

Where an Output includes content drawn from a Knowledge Graph or other VecturAI materials, VecturAI retains ownership of that underlying content and grants the Customer a non-exclusive, perpetual licence to use it as part of that Output for its business purposes. The Customer may not extract such content from Outputs to reconstruct a Knowledge Graph.

Sharing with the Customer’s customers: content the Customer shares with its own customers or prospects is delivered as artifacts and Snaps through secure, one-time-password-protected links. Recipients of such links are not users of the Service and do not require seats.

Snaps after termination: hosted Snap links are deactivated on expiry or termination of the Agreement. The Customer may request the underlying HTML of its Snaps during the 30-day export window under Section 8.4. Following deactivation, VecturAI is not liable for inactive Snap links or for the loss of recipient-engagement analytics.

The Customer is responsible for reviewing Outputs before relying on them; Outputs are generated by AI systems and may contain errors. Because of the nature of AI systems, Outputs may not be unique, and the Service may generate similar Outputs for other customers. Outputs may include content from third-party web sources, which remains subject to its owners’ rights.

If the Customer or its users provide suggestions or feedback about the Service, VecturAI may use them without restriction or obligation to the Customer.

10Fees & Payment

Fees, currency and the billing basis are set out in the Order Form. Unless stated otherwise, fees are in US Dollars, invoiced annually in advance, and payable within the period stated on the invoice. Fees are exclusive of taxes, which the Customer is responsible for except for taxes on VecturAI’s income. Except as expressly stated, prepaid fees are non-refundable.

11Term, Renewal & Termination

The Agreement runs for the term stated in the Order Form. It does not renew automatically; renewal will be discussed and agreed by the parties before the end of the term. Either party may terminate for material breach that remains uncured 30 days after written notice. Where the Order Form permits the Customer to terminate for convenience, prepaid fees are non-refundable; on termination by the Customer for VecturAI’s uncured material breach, VecturAI will refund prepaid fees for the unused portion of the term. Access without an Order Form may be ended as set out in Section 2.2.

VecturAI may suspend access for non-payment or for use that breaches Section 6, where practicable after notice. VecturAI may also suspend access immediately where reasonably necessary to address a security threat to, or harm to, the Service, the Customer or other customers, and will restore access once the issue is resolved.

Effect of termination: on expiry or termination, the Customer’s right to use the Service ends and any fees accrued up to that date become due. Customer Data is handled as set out in Section 8.4 and Snaps as set out in Section 9. Sections 1, 8.4, 9, 11, 13, 14, 15 and 17, and any accrued payment obligations, survive expiry or termination.

12Support

VecturAI provides customer support by email to support@vecturai.com, a team-monitored address. The support process — including who may raise a request, the role of Administrators, what to include and VecturAI’s response targets — is published at vecturai.com/support and may be updated from time to time. Where an Order Form sets out different or additional support terms for the Customer, the Order Form governs. Response targets are goals rather than guarantees, and missing a target does not entitle the Customer to service credits, refunds or other remedies unless an Order Form provides otherwise.

13Warranties & Disclaimer

VecturAI will use commercially reasonable efforts to make the Service available and to perform it in a professional manner. The Service may be unavailable during scheduled maintenance, which VecturAI will announce in advance where practicable on its status page at vecturai.instatus.com, and during events outside its reasonable control. Except as expressly stated, the Service is provided “as is”, and VecturAI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. VecturAI does not warrant that Outputs or Knowledge Graphs will be accurate, complete, current or error-free. Beta offerings are provided as described in Section 2.2.

14Indemnification & Limitation of Liability

14.1 Indemnification

VecturAI will defend the Customer against any third-party claim alleging that the Service, as provided by VecturAI, infringes or misappropriates that third party’s intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Outputs, third-party systems the Customer connects, Beta offerings, or use of the Service in breach of the Agreement or in combination with anything not provided by VecturAI. If the Service is, or VecturAI believes it is likely to be, subject to such a claim, VecturAI may obtain the right for the Customer to continue using it, modify it so that it is non-infringing, or terminate the affected Service and refund prepaid fees for the unused portion of the term.

The Customer will defend VecturAI against any third-party claim arising from Customer Data, the acts or omissions of the Customer’s users (including partner-organization users), or a breach of Section 5 or Section 6, and will pay the damages and costs finally awarded or agreed in settlement.

The indemnified party must notify the indemnifying party promptly of the claim, give it sole control of the defence and settlement (provided that no settlement imposes liability on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

14.2 Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue. Each party’s aggregate liability under the Agreement will not exceed the total fees paid by the Customer to VecturAI in the twelve (12) months preceding the event giving rise to the claim or, where the Customer uses the Service without an Order Form under Section 2.2, [●]. These limits do not apply to the Customer’s payment obligations, either party’s breach of confidentiality, or a party’s indemnification obligations under Section 14.1.

15Confidentiality

Each party may access the other’s Confidential Information under the Agreement. The receiving party will use it only to perform under the Agreement, protect it with reasonable care, and not disclose it except to personnel, contractors, subprocessors and advisors who need it and are bound by similar obligations. Customer Data is the Customer’s Confidential Information.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before receiving it, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party without a duty of confidentiality. The receiving party may disclose Confidential Information where required by law, after giving the disclosing party prompt notice where legally permitted so that it can seek protection.

These obligations continue for three (3) years after the Agreement ends; for trade secrets, for as long as they remain trade secrets; and for Customer Data, for as long as VecturAI holds it. On termination, the receiving party will return or delete the other’s Confidential Information on request, subject to Section 8.4 and any legal retention requirements.

16Lighthouse Reference

Where the Order Form designates the Customer as a Lighthouse Customer, the Customer grants VecturAI permission to reference the Customer by name and logo as a customer and Lighthouse partner in VecturAI’s investor, marketing and customer communications. The Customer may withdraw this permission on written notice for future materials.

17General

17.1 Governing law & venue

The Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from the Agreement, and each party consents to their jurisdiction. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.

17.2 Notices

Notices under the Agreement must be in writing. Notices to the Customer are given to the Customer Contact. Notices to VecturAI are given by email to compliance@vecturai.com. Notices are effective on receipt.

17.3 Changes to these Terms

VecturAI may update these Terms from time to time. Material changes will be notified to the Customer Contact, and the current version is published at vecturai.com/terms. Changes do not apply retroactively to an Order Form’s existing term where they materially reduce the Customer’s rights.

17.4 Miscellaneous

Neither party may assign the Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations. A failure to enforce a provision is not a waiver of it. The parties are independent contractors, and the Agreement creates no partnership, agency or employment relationship. There are no third-party beneficiaries. The Agreement, including the Order Form, is the entire agreement between the parties and supersedes prior discussions.