1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Vectorial, Inc. ("Vectorial," "we," "us," or "our") concerning your access to and use of our website, products, and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services.

2. Services Description

Vectorial provides technology consulting and software development services, including but not limited to:

  • Fractional CTO services and technical leadership
  • Cloud architecture design and implementation
  • AI strategy and implementation services
  • Technical due diligence for investors and acquirers
  • Custom software development and SaaS products

We reserve the right to modify, suspend, or discontinue any part of our Services at any time with or without notice.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of our Services, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Maintain the security and confidentiality of your account credentials
  • Notify us immediately of any unauthorized access or security breach

3.2 Account Responsibility

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain account security.

4. Acceptable Use

4.1 Permitted Use

You may use our Services only for lawful purposes and in accordance with these Terms. You agree not to use our Services:

  • In any way that violates applicable laws or regulations
  • To transmit harmful, threatening, abusive, or offensive content
  • To impersonate or attempt to impersonate Vectorial or any other person or entity
  • To interfere with or disrupt our Services or servers
  • To engage in any automated data collection without our express written permission
  • To upload viruses, malware, or any other malicious code
  • To attempt to gain unauthorized access to our systems or networks

4.2 Prohibited Activities

You may not:

  • Reverse engineer, decompile, or disassemble any aspect of our Services
  • Remove, alter, or obscure any proprietary notices on our Services
  • Use our Services to develop competing products or services
  • Resell, rent, or lease access to our Services without authorization
  • Scrape, crawl, or extract data from our Services using automated means

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, icons, images, audio clips, software, and data compilations, are the exclusive property of Vectorial or our licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes.

5.3 Client Work Product

For custom development work performed pursuant to a separate written agreement:

  • Custom code and deliverables created specifically for you will be owned by you upon full payment
  • Pre-existing intellectual property, frameworks, and methodologies remain our property
  • We retain the right to use general knowledge, skills, and experience gained
  • Specific ownership terms will be defined in your service agreement

5.4 Feedback

If you provide feedback, suggestions, or ideas about our Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback without compensation or attribution.

6. Service Agreements and Payment Terms

6.1 Service Engagements

Specific services will be governed by a separate Statement of Work (SOW) or service agreement that outlines scope, deliverables, timelines, and pricing. These Terms supplement and do not replace such agreements.

6.2 Fees and Payment

  • All fees are quoted in U.S. dollars unless otherwise specified
  • Payment terms will be specified in your service agreement (typically net 30 days)
  • Late payments may incur interest charges at 1.5% per month or the maximum allowed by law
  • We reserve the right to suspend services for non-payment
  • All fees are non-refundable unless otherwise specified in writing

6.3 Expenses

Unless otherwise agreed, you will reimburse us for reasonable, pre-approved expenses incurred in connection with providing services, including travel, software licenses, and third-party services.

7. Confidentiality

7.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of engagement. Confidential information includes:

  • Business strategies, financial information, and customer data
  • Technical specifications, source code, and trade secrets
  • Any information marked as confidential or that reasonably should be considered confidential

7.2 Exclusions

Confidential information does not include information that:

  • Is or becomes publicly available through no breach of this agreement
  • Was lawfully known to the receiving party prior to disclosure
  • Is independently developed without use of confidential information
  • Is required to be disclosed by law or court order

7.3 Duration

The confidentiality obligations will survive for three (3) years from the date of disclosure, or for trade secrets, until such information no longer qualifies as a trade secret.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, your exclusive remedy is re-performance of the deficient services or, if we cannot cure the deficiency, a refund of fees paid for the deficient services.

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

  • Our Services will meet your specific requirements or expectations
  • Our Services will be uninterrupted, timely, secure, or error-free
  • Results obtained from our Services will be accurate or reliable
  • Any errors in our Services will be corrected

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VECTORIAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES EXCEED THE AMOUNT PAID BY YOU TO VECTORIAL IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 Exclusion of Damages

IN NO EVENT SHALL VECTORIAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

Nothing in these Terms shall limit or exclude liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Gross negligence or willful misconduct
  • Any liability that cannot be limited or excluded by law

10. Indemnification

You agree to indemnify, defend, and hold harmless Vectorial and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

  • Your access to or use of our Services
  • Your violation of these Terms
  • Your violation of any third-party rights, including intellectual property rights
  • Any content or data you provide to us
  • Your negligence or willful misconduct

11. Term and Termination

11.1 Term

These Terms remain in effect while you use our Services or maintain an account with us.

11.2 Termination by You

You may terminate your account at any time by contacting us. Termination does not relieve you of obligations to pay fees for services already provided.

11.3 Termination by Us

We may suspend or terminate your access to our Services immediately, without prior notice or liability, for any reason, including but not limited to:

  • Breach of these Terms
  • Non-payment of fees
  • Fraudulent, abusive, or illegal activity
  • At our discretion for any reason or no reason

11.4 Effect of Termination

Upon termination:

  • Your right to use our Services immediately ceases
  • We may delete your account and data
  • All provisions of these Terms that by their nature should survive termination shall survive
  • You remain liable for all fees and charges incurred prior to termination

12. Dispute Resolution

12.1 Informal Resolution

Before filing a claim, you agree to contact us and attempt to resolve the dispute informally by sending a written notice to legal@vectorial.com. We will attempt to resolve the dispute within 60 days.

12.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], United States, without regard to its conflict of law provisions.

12.3 Jurisdiction

You agree to submit to the personal jurisdiction of the state and federal courts located in [Your County and State] for the purpose of litigating all such claims or disputes.

12.4 Arbitration

For disputes exceeding $25,000, either party may elect binding arbitration under the rules of the American Arbitration Association. The arbitration will be conducted in [Your City, State], and judgment on the arbitration award may be entered in any court having jurisdiction.

12.5 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and Vectorial regarding our Services and supersede all prior agreements and understandings.

13.2 Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website. Your continued use of our Services after such changes constitutes acceptance of the modified Terms.

13.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the extent necessary to make it valid and enforceable.

13.4 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Vectorial.

13.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations without restriction. Any attempted assignment in violation of this section is void.

13.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13.7 Independent Contractors

The relationship between you and Vectorial is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

13.8 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights.

13.9 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

14. Contact Information

If you have any questions about these Terms, please contact us:

Email: legal@vectorial.com

Mail: Vectorial, Inc.
Legal Department
[Your Business Address]

15. Acknowledgment

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.