Terms of Use
Last updated: June 23, 2025
The following terms of use (these "Terms") constitute an agreement between you and Vectorly, Inc. ("Vectorly," "we," or "us") governing your access to and use of our website located at https://www.vectorly.app/ and our other websites, applications, services and mobile applications, including all associated services (collectively, the "Services"). Some Services may require you to agree to additional terms specific to those Services, which terms will be presented to you prior to your use of those Services and are included as part of these Terms. For the purposes of these Terms, the "Services" include, without limitation, Vectorly's provider searching technology, appointment scheduling technology, and other technology provided by Vectorly for facilitating healthcare services.
You must agree to these Terms in order to access or use the Services. If you do not agree, then you may not use the Services. As used in these Terms, "you" means any visitor, user or other person who accesses the Services, whether or not such person has registered for a Vectorly Account (as defined in Section 1). Your affirmative act of using the Services or creating a Vectorly Account constitutes your electronic signature to these Terms. These Terms and any other documents to be delivered in connection with the Services may also be electronically signed, and any electronic signatures appearing on these Terms or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Vectorly's collection and use of Personal Data (as defined in the Privacy Policy) in connection with the Services is described in Vectorly's Privacy Policy, which can be found here (the "Privacy Policy") and is incorporated by reference into these Terms.
IMPORTANT: PLEASE REVIEW THE DISPUTE RESOLUTION BY BINDING ARBITRATION SECTION (SECTION 16 BELOW) CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES BETWEEN YOU AND VECTORLY BY BINDING, INDIVIDUAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT (1) YOU AND VECTORLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND (2) YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST VECTORLY. BY ENTERING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
We reserve the right to change these Terms at any time, and if we do make material changes, we will add the updated Terms to our site, place a notice on our site, send you an email, or make other reasonable attempts to notify you by some other means. If you do not agree with the new Terms, you are free to reject them; however, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms becomes effective, that means you agree to all of the changes.
We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will Vectorly be liable for any suspension or discontinuation of the Services or any portion thereof, and any use of new features or services will be governed by these Terms.
You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create a Vectorly Account or use the Services on your own. Those under the age of 13 may not use the Services. If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Services only under the supervision of your parent or guardian who has agreed to these Terms. By using the Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms to "you" shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual.
In addition, if you create a Vectorly Account or use the Services on behalf of any individual other than yourself, you represent that you are authorized by such individual to accept these Terms on such individual's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that individual).
If you do not qualify under these Terms, you may not use the Services. Use of the Services is void where prohibited by applicable law, and the right to access the Services is revoked in such jurisdictions. By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms. The Services are administered in the U.S. and intended for U.S. users only; any use outside of the U.S. or use related to activities outside of the U.S. is prohibited and at the user's own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services.
1. ABOUT THE SERVICES
Vectorly grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use the Services in accordance with these Terms. Portions of the Services can be accessed without a Vectorly Account. However, to benefit from all of the Services we offer, you must create an account (a "Vectorly Account") and provide certain basic information about yourself. If you do provide us with any information, you authorize Vectorly to use and disclose it as described in our Privacy Policy.
While utilizing the Services, you may encounter certain Content that Vectorly makes available to you. "Content" means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available or otherwise found through the Services, including, without limitation, Content provided in direct response to your questions, requests or postings. You acknowledge that if any of the Content is provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but instead is provided to assist you in choosing a doctor, dentist or other healthcare specialist, professional, provider, organization, or agent or affiliate thereof (collectively, "Healthcare Providers") or otherwise to be generally informative.
NO CONTENT IS INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 9-1-1. YOUR USE OF THE SERVICES OR ANY CONTENT IS SOLELY AT YOUR OWN RISK. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY CONTENT. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE, REFER OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED IN CONTENT OR ACCESSIBLE THROUGH THE SERVICES.
Vectorly is not a healthcare provider. The Content that you obtain or receive from Vectorly, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational and scheduling purposes only. All medically-related information provided by Vectorly to you is for informational and communicative purposes only. In addition, Vectorly is not a referral service and does not refer, recommend or endorse any particular Healthcare Provider, test, procedure, opinion, or other information that may appear through the Services. We encourage you to independently confirm any Content relevant to you with other sources, including the Healthcare Provider's office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.
We are not liable for canceled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.
2. AUTHORIZATION AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS
In connection with using the Services to search for and schedule appointments with Healthcare Providers, you understand that YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER, INCLUDING WITHOUT LIMITATION, DETERMINING WHETHER THE APPLICABLE HEALTHCARE PROVIDER IS SUITABLE FOR YOUR HEALTHCARE NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT FACTS AND CIRCUMSTANCES THAT COULD IMPACT YOUR CARE.
Vectorly or its designee is not obligated to (a) verify that Healthcare Providers appearing in the Services hold certain active licenses, certifications or registrations required by law to practice and provide the services offered by them through the Services, or (b) verify that Healthcare Providers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database. The Services, in searching the location and availability of Healthcare Providers, are not exhaustive. Regardless of what the Services show as availability of Healthcare Providers, Healthcare Providers may have additional availability beyond what is listed through the Services if you contact them directly. We do not enter into any contracts with, nor pay any fees to, Healthcare Providers.
To help you find Healthcare Providers who may be suitable for your needs, and enable the maximum choice and diversity of Healthcare Providers appearing in the Services, we may provide you with lists or profiles of Healthcare Providers in your search results. Any search results are primarily based on information that you provide to us or which the Services reasonably acquire based on the information that you provide, such as insurance information, geographical location, and healthcare specialty or services they provide. Please note that the search results are not exhaustive, and there may be other Healthcare Providers who meet your search criteria that do not appear in the search results.
Vectorly (a) does not employ, recommend, or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the services they may provide, (c) is not responsible for ensuring that information (including credentials) a Healthcare Provider provides about himself or herself is accurate or up-to-date, (d) is not responsible for making sure that Healthcare Providers' services are actually provided or are up to a certain standard of quality, and (e) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services. We do not control the actions of any Healthcare Providers, and Healthcare Providers are not our employees.
3. THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES
The Services are an informational and educational resource for consumers. We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No party (including Vectorly) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.
Content related to Healthcare Providers and their practices (“Healthcare Provider Content”) is intended for general reference purposes only. Healthcare Provider Content may be provided by the Healthcare Provider or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Vectorly does not confirm Healthcare Provider Content, nor provide any advice or certification regarding the qualifications of any particular Healthcare Provider. Healthcare Provider Content can change frequently and may become out of date, incomplete or inaccurate at any time.
Procedures, products, services and devices discussed or marketed through the Services are not applicable to or suitable for all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
4. AI FEATURES
We may make available through the Services certain features or content powered by artificial intelligence (“AI”, and such features, the “AI Features”). If you elect to use any of the AI Features, the use of such AI Features is additionally subject to the following terms and conditions. For purposes hereof, “Input” means any user content provided by you to be processed by AI Features; and “Output” means any output generated and returned to you, or automatically generated and transmitted on behalf of you, by AI Features based on the Input.
Input constitutes user content hereunder. You must ensure that your Input and use of AI Features do not (a) violate any applicable law; (b) violate these Terms or any ordering form or document for the Services; or (c) infringe, violate, or misappropriate any proprietary rights. You acknowledge that due to the nature of machine learning and the technology powering AI Features, Output may not be unique, and AI Features may generate the same or similar output for third parties.
You must not use AI Features: (a) to mislead any person that Output was solely human generated; or (b) in violation of Anthropic and OpenAI's usage policies, or any other third party terms, guidelines, policies or the like to which Vectorly links in connection with generation of Output.
NOTWITHSTANDING ANYTHING HEREIN, AND WITHOUT LIMITING ANYTHING ELSE HEREIN, VECTORLY DOES NOT MAKE ANY WARRANTY AS TO, AND WILL HAVE NO LIABILITY WITH RESPECT TO, AI FEATURES, OUTPUT, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF AI FEATURES OR THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH AI FEATURES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE FACTUAL ACCURACY OF ANY OUTPUT OR SUITABILITY FOR YOUR USE CASE, AND INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ANY ERRORS OR OMISSIONS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR INTERACTION WITH THE AI FEATURES. USE OF ANY MATERIAL AND/OR DATA OBTAINED THROUGH THE USE OF ANY AI FEATURES FEATURE IS AT YOUR SOLE RISK. YOU SHOULD NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENTLY FACT CHECKING THEIR ACCURACY. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VECTORLY OR THROUGH AI FEATURES CREATES ANY SUCH WARRANTY.
5. MEDICAL INFORMATION
You may elect to enter certain medical information into the Services, including by requesting an appointment or filling out a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have authorization to provide such information. You can request (and in doing so, authorize) Vectorly to provide this information to your chosen Healthcare Provider. You acknowledge and agree that such information may have to be reviewed and approved by you or someone authorized by you at the time of your appointment to ensure its accuracy.
6. YOUR RESPONSIBILITIES
When you create a Vectorly Account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to password@vectorly.app. You promise to provide us with accurate, complete, and updated registration information about yourself. You are responsible for ensuring that all information that you provide to Vectorly is accurate and up-to-date. You may also be able to connect to the Services through a service maintained by a third party company, such as Meta Platforms, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service. Vectorly has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.
While it is free to create a Vectorly Account and download our app, you are responsible for your own healthcare expenses. Any charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely your responsibility. Ultimately, you must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.
If there is a dispute between participants of our Services, or between users and any third party (including but not limited to Healthcare Providers), you agree that Vectorly is under no obligation to become involved. In the event that you have a dispute with one or more other users or Healthcare Providers, you release Vectorly, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such dispute and/or our Services.
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Services for lawful, non-commercial purposes. If your use of the Services is prohibited by applicable laws, then you are not authorized to use the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Services. You may not attempt to gain unauthorized access to or to exceed your authorized access to any of the Services, user accounts, or computer systems or networks, through any means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Healthcare Provider Content and appointment availability) for any purpose whatsoever.
In addition to our rights in these Terms, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms.
7. RESPONSIBILITIES OF HEALTHCARE PROVIDERS AND OTHERS IN THE HEALTHCARE OR MEDICAL INDUSTRIES
If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain a Vectorly Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that: (a) you will not use the Services to view, access or otherwise use, directly or indirectly, availability or other Content for any purpose other than your own personal use as a patient or prospective patient; (b) you will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the frequencies or amounts of any product or service offered, or otherwise engage or attempt to engage in output restriction or customer or market allocation; and (c) you will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments or manipulating any review or rating data), or otherwise violate applicable antitrust, competition or consumer protection laws or regulations.
8. THIRD PARTY LINKS AND SERVICES
While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service. Your interactions with organizations or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.
We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.
You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application (e.g., the Apple App Store, Google Play or other store or distribution platform (each, an “Application Provider”)). Each Application Provider may have its own terms and conditions to which you must agree before downloading mobile applications from such store. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such Application Provider terms and conditions. To the extent such other terms and conditions from such Application Provider are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive terms and conditions shall apply.
If you are accessing the Services via an application (an “Application”) through an Application Provider, you and we acknowledge and agree that: (i) these Terms are between you and us, and not the Application Provider, and we are responsible for the Application, not the Application Provider; (ii) the Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services, subject to all the terms and conditions of these Terms as they are applicable to the Services; (iii) with respect to Apple as the Application Provider, you will only use the Application in connection with an Apple device that you own or control; (iv) the Application Provider has no obligation to furnish maintenance and support services or handle any warranty claims with respect to the Application; (v) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Application Provider of such failure; upon notification, the Application Provider's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; (vi) we, and not the Application Provider, are responsible for addressing any claims you or any third party have relating to the Application; (vii) in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; (viii) the Application Provider and its subsidiaries are third party beneficiaries of these Terms as related to your use of the Application, and that upon your acceptance of these Terms, the Application Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your use of the Application against you as the third party beneficiary; (ix) in the event of any third party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Vectorly, and not Application Provider, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim; and (x) you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties. The foregoing terms apply to your use of all the Services, including the Application.
9. PAYMENT
To the extent the Services or any portion thereof is made available for any fee, you will be required to provide Vectorly information regarding your credit card or other payment instrument. You represent and warrant to Vectorly that such information is true and that you are authorized to use the payment instrument. You agree to pay Vectorly the amount that is specified for the Services in accordance with these Terms. If you dispute any charges, you must let Vectorly know within sixty (60) days after the date that Vectorly charges you. We reserve the right to change Vectorly's prices for the Services at any time. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Vectorly may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Vectorly thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Vectorly's net income.
You will pay for the Services using Vectorly's payment processing partner. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. You acknowledge and agree that:
(a) you are responsible for and you will pay the fee charged by Vectorly for the Services, including any fees for transaction processing services by our payment processing partner;
(b) Vectorly is not responsible for any charges incurred by you for any products or services provided by Healthcare Providers;
(c) you may be required to accept the terms and privacy policy of our payment processing partner with respect to payment for the Services (currently, we use Stripe, Inc. as our payment processing partner, and you can access Stripe's Terms of Service at https://stripe.com/legal/consumer); and
(d) You must provide current, complete and accurate billing information, promptly update all information necessary to keep your billing information current, complete and accurate, and must promptly notify us or our payment processing partner if your account information is cancelled (such as due to loss or theft) or if you become aware of a potential breach of its security (such as unauthorized disclosure or use of your username or password).
We are not responsible for any error by, or other acts or omissions of, our payment processing partner. You further acknowledge and agree that neither Vectorly nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to: (A) if you have not provided us with accurate, current and complete payment information; (B) if you do not have sufficient available funds or available credit to complete the transaction; (C) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity; (D) if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner's services has been terminated or suspended for any reason; or (E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized.
Prior to scheduling an appointment with a Healthcare Provider, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded. You and your Healthcare Providers are responsible for agreeing to pricing for any services provided by the Healthcare Providers. VECTORLY IS NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER'S FAILURE TO AGREE TO PRICING FOR SERVICES PROVIDED BY THE HEALTHCARE PROVIDER.
10. REVIEWS AND OTHER CONTENT YOU POST OR SUBMIT
We may offer you the opportunity to submit feedback regarding your experiences with Healthcare Providers you find through the Services, to submit inquiries concerning possible medical needs, and to participate in the other interactive or community features of the Services (collectively, “Posted Information”). It is important that you act responsibly when providing Posted Information. Your Posted Information must comply with our acceptable use policy, and your Healthcare Provider reviews must comply with our posted guidelines as well as any internal policies we may develop and implement from time to time. Please note that while Vectorly may moderate Posted Information for compliance with the requirements in this paragraph, Vectorly does not endorse or confirm the accuracy of any statements made in such Posted Information.
Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to Posted Information that is also your personally-identifiable information.
By posting Posted Information through the Services, you agree to and hereby grant, and you represent and warrant that you have the right to grant, to Vectorly and its affiliates, agents and contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, incorporate into other works, and otherwise fully exploit such Posted Information. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. You may not post Posted Information which is false or fraudulent, or which otherwise does not accurately represent your opinions and experiences. You understand and agree that Vectorly, in performing the required technical steps to provide the Services to our users (including you), and may need to make changes to your Posted Information to conform and adapt that Posted Information to the technical requirements of connection networks, devices, services or media, and the foregoing licenses include the rights to do so.
Posted Information is the sole responsibility of the person from whom such Posted Information originated and does not reflect the opinion of Vectorly. Vectorly does not assume liability for Posted Information or for any claims, liabilities, or losses resulting from any Posted Information.
We also welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback“). You may submit Feedback by emailing us, reaching out to our social networking accounts, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such Feedback for any purpose, without compensation to you.
11. YOUR USE OF CONTENT
All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Vectorly's proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither Vectorly nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by Vectorly to you are retained by Vectorly.
12. DISCLAIMER
You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Services, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for your use or inability to use the Services or any Content. We and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Vectorly and all such parties together, the “Vectorly Parties”) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, and the Vectorly Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We have no special relationship with or fiduciary duty to you.
WE (AND OUR LICENSORS AND SUPPLIERS) PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, VECTORLY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. VECTORLY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
13. LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR VECTORLY ACCOUNT AND CEASING USE OF THE SERVICES. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU ACTUALLY PAID TO VECTORLY AND WHICH VECTORLY RETAINED IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE VECTORLY PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU SHALL AND HEREBY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
14. TERMINATION
We reserve the right, in our sole discretion, to terminate, suspend or deactivate your Vectorly Account immediately, with or without notice, if there has been a violation of these Terms or other policies and terms posted through the Services, by you or by someone using your Credentials. We may also terminate, suspend or deactivate your Vectorly Account for any other reason, including inactivity for an extended period. Vectorly shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Services. Further, you agree not to attempt to use the Services after any such termination, suspension or deactivation (except where deactivation is due solely to inactivity, and you are permitted to create another Vectorly Account). Account termination may result in destruction of any content associated with your Vectorly Account. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (including, without limitation, for the Services) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights (including but not limited to any rights or licenses granted to us under these Terms), and terms regarding disputes between us, including, without limitation, the Arbitration Agreement in Section 16.
Vectorly reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms or applicable law related to the Services, including without limitation, removing any offending communication from the Services, terminating the Vectorly Account of such violators, or blocking your use of the Services.
15. INDEMNIFICATION
Upon a request by us, you agree to defend, indemnify and hold harmless the Vectorly Parties from all liabilities, claims, damages (actual and consequential), demands, and expenses, including reasonable attorney's fees, that arise from or are related to (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any intellectual property or other right of any person or entity; or (d) any actions taken by anyone using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
16. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Vectorly, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.
YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VECTORLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND VECTORLY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
UNLESS BOTH YOU AND VECTORLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Vectorly is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@vectorly.app. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Vectorly should be sent to the address listed in Section 18 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Vectorly and you do not resolve the claim within sixty (60) days after the Notice is received, you or Vectorly may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Vectorly or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Vectorly is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org/. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://go.adr.org/consumer-arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
Unless Vectorly and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Vectorly agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Vectorly or you under the AAA Rules, Vectorly and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Vectorly will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Vectorly will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
f. Confidentiality of Arbitration
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, Vectorly agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Vectorly written notice within thirty (30) days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
17. NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at 1 Gloucester St, Unit BF, Boston, MA 02115 or by telephone at (857)300-8599.
18. MISCELLANEOUS
These Terms and the Privacy Policy constitute the entire agreement between you and Vectorly and govern your use of the Services, superseding any prior agreements between you and Vectorly with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Vectorly agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Suffolk County, Massachusetts. The failure of Vectorly to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Vectorly. As an exception to the foregoing, you may assign these Terms in their entirety to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets; provided that you provide Vectorly with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these terms. Vectorly may assign, sublicense, or transfer any or all of its rights and obligations under these Terms without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services. Please contact us at support@vectorly.app to report any violations of these Terms or to pose any questions regarding these Terms or the Service.