Terms of Service Agreement – Vitae AI
Effective Date: Upon acceptance by the Customer (as defined below).
This Terms of Service Agreement ("Agreement") is entered into by and between Vitae AI ("Company," "Vitae AI," "we," "us," or "our"), and the entity or individual agreeing to these terms ("Customer," "you," or "your"). By accessing or using the services provided by Vitae AI, available via www.vitae.ai, you expressly agree to comply with and be legally bound by this Agreement, including any applicable exhibits or referenced documents.
1. SaaS Services and Support
1.1 Subject to this Agreement, Vitae AI will use commercially reasonable efforts to provide Customer with the software services ("Services") described herein and in any related Order Form executed by both parties, consistent with the Service Level Terms provided in Exhibit A attached hereto. As part of the registration process, Customer shall designate an administrative username and password for their Vitae AI account. Vitae AI reserves the right to refuse registration or cancel account credentials it deems inappropriate.
1.2 Vitae AI agrees to deliver reasonable technical support services in accordance with the support terms outlined in Exhibit B.
2. Restrictions and Responsibilities
2.1 Customer expressly agrees not to directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, methods, ideas, know-how, or algorithms associated with the Services or any related software ("Software"); (b) modify, translate, or create derivative works based upon the Services or Software; (c) use the Services or Software for the benefit of a third party without express written permission; or (d) remove any proprietary labels or notices from the Software.
2.2 Customer agrees to comply strictly with all applicable laws, rules, and regulations, including, but not limited to, export controls established by the U.S. Department of Commerce and the U.S. Department of Treasury’s Office of Foreign Assets Control, as well as any applicable foreign authority or regulatory body. Software provided hereunder is designated as "commercial computer software" and documentation is "commercial computer software documentation," and usage by U.S. Government agencies is governed exclusively by the terms herein as per FAR 12.212 and DFAR 227.7202 regulations.
2.3 Customer warrants compliance with Vitae AI’s published standard policies and applicable laws. Customer agrees to indemnify, defend, and hold harmless Vitae AI against any damages, liabilities, losses, settlements, and expenses, including attorney's fees, arising from allegations of violations of the aforementioned obligations or from Customer's use of the Services.
2.4 Customer is solely responsible for acquiring and maintaining any necessary equipment or ancillary services required to access and use the Services ("Equipment"), as well as safeguarding their accounts, passwords, files, and other access credentials associated with the use of the Services.
3. Confidentiality and Proprietary Rights
3.1 Each Party ("Receiving Party") acknowledges it may receive proprietary or confidential information ("Confidential Information") from the other Party ("Disclosing Party"). Confidential Information includes, but is not limited to, non-public technical, financial, or business information. Confidential Information of Vitae AI explicitly includes details related to the features, functionality, and performance of the Services. Customer's Confidential Information explicitly includes all non-public data provided by Customer ("Customer Data"). Each Receiving Party shall: (a) protect Confidential Information with reasonable diligence, and (b) not disclose Confidential Information except as required by law or with express consent.
3.2 Customer retains exclusive ownership rights in all Customer Data. Vitae AI retains exclusive ownership rights in the Services, Software, and all associated intellectual property, including any enhancements, improvements, modifications, or derivative technologies developed.
3.3 Notwithstanding the above, Vitae AI retains the right to collect, aggregate, analyze, and use data related to the performance and usage of its Services in an anonymized form for operational enhancement purposes.
4. Payment of Fees
4.1 Customer agrees to pay all applicable fees described in the relevant Order Form ("Fees"). Should Customer usage exceed agreed-upon service capacities, Customer agrees to promptly remit any additional incurred Fees. Vitae AI reserves the right to revise Fees upon thirty (30) days prior written notice to Customer.
4.2 Payment shall be due within thirty (30) days of invoice issuance unless otherwise agreed. Unpaid balances shall incur a finance charge of 1.5% per month (or the maximum allowed by law), plus collection costs and attorney’s fees, and may result in immediate suspension or termination of Services. Customer shall bear all applicable taxes related to the Services, excluding taxes based on Vitae AI’s net income.
5. Term and Termination
5.1 The initial term of this Agreement ("Initial Service Term") is defined in the Order Form. The Agreement shall automatically renew for subsequent terms of identical duration unless terminated by written notice given at least thirty (30) days prior to the renewal date.
5.2 Either party may terminate this Agreement for material breach upon thirty (30) days written notice (or immediately in the event of nonpayment). Customer shall remit payment for Services rendered through the termination date. Upon termination, Customer Data will be available for retrieval for thirty (30) days, after which Vitae AI reserves the right, but not the obligation, to delete such data. All provisions of this Agreement intended by their nature to survive termination shall remain effective thereafter.
6. Warranty and Disclaimer
Vitae AI agrees to employ commercially reasonable standards to maintain the functionality and availability of the Services and to perform Implementation Services diligently. HOWEVER, VITAE AI DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICES NOR GUARANTEES ANY SPECIFIC OUTCOMES OR RESULTS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE OFFERED "AS IS," AND VITAE AI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Limitation of Liability
EXCEPT FOR BODILY INJURY, VITAE AI, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, OFFICERS, CONTRACTORS, AND REPRESENTATIVES SHALL NOT BE LIABLE UNDER ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR: (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR LOST PROFITS; OR (B) DAMAGES EXCEEDING THE AMOUNT PAID BY CUSTOMER TO VITAE AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Miscellaneous
Any provision deemed invalid or unenforceable will be limited to the minimum extent necessary, and this Agreement shall otherwise remain fully enforceable. Customer may not assign this Agreement without written consent from Vitae AI. Vitae AI may freely assign or transfer its rights hereunder. This Agreement constitutes the entire understanding between the parties and supersedes prior agreements or understandings, whether written or oral. Amendments must be in writing, executed by both parties. Notices shall be deemed delivered upon confirmation of receipt. This Agreement is governed by the laws of the State of New York, USA.
Exhibit A – Service Level Terms:
Services shall maintain 99% uptime monthly, excluding weekends, holidays, and scheduled or emergency maintenance. Specific remedies for downtime are described herein.
Exhibit B – Support Terms:
Technical support via email (hello@vitae.ai) available weekdays, excluding federal holidays, 9:00 am to 5:00 pm Eastern Time. Initial response within five (5) business days of request submission.
Vitae AI, a Gateway Global LLC company.
