Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") govern access to and use of the Vertex Field AI platform, applications, websites, and related services (the "Service") provided by Vertex Field AI LLC, a Delaware limited liability company operating from Boston, Massachusetts ("Vertex Field AI," "we," "us," or "our"). By creating an account, accessing the Service, or authorizing anyone to do so on your behalf, you agree to these Terms.

The Service is a business-to-business offering. It is made available only to organizations and to individuals acting on behalf of an organization, and only in the United States. If you accept these Terms, you represent that you are at least 18 years old, that you are authorized to bind the organization you represent, and that "you" and "Customer" in these Terms mean that organization. The Service is not directed to consumers or to children, and it is not offered for personal, family, or household purposes.

Precedence

If you have entered into a separate written agreement with Vertex Field AI LLC that covers the Service — including a master services agreement, subscription agreement, purchase order accepted in writing by us, or a government or public-entity contract — that agreement controls over these Terms to the extent of any conflict, and these Terms apply only to matters the signed agreement does not address. Absent such an agreement, these Terms are the complete terms governing your use of the Service.

2. Accounts

To use the Service you must create an account and provide accurate, current information. You are responsible for keeping that information accurate and for the security of your account credentials. You must notify us promptly at info@vertexfield.ai if you learn of any unauthorized access to or use of your account.

You may permit employees, contractors, crews, subcontractors, project managers, and other personnel to access the Service through accounts you create or approve ("Authorized Users"). You are responsible for all activity under your account and under your Authorized Users' accounts, for ensuring your Authorized Users comply with these Terms, and for promptly disabling access when a person's authorization ends. You may also invite customers, general contractors, or other counterparties to view records you choose to share through read-only portals or links; you are responsible for deciding what to share and with whom.

Account credentials are for the person to whom they are issued. Do not share credentials, and do not allow one account to be used by more than one person. Where the Service permits an authorized person to enter or correct records on behalf of another, that is a feature of the Service and is not credential sharing.

3. The Service

License

Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your internal business purposes.

Restrictions

You may not, and may not permit any person to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive the source code, models, or underlying structure of the Service, except where such a restriction is prohibited by law; (c) resell, sublicense, rent, timeshare, or provide the Service as a service bureau to third parties; (d) access the Service to build a competing product, or publish benchmark or performance results for the Service without our written consent; (e) circumvent access controls, rate limits, usage limits, or security measures, or conduct security testing of the Service without our prior written consent, which we will not unreasonably withhold for a customer's good-faith assessment; (f) use bots, scrapers, or automated means to access the Service other than through interfaces we document; (g) remove or obscure any proprietary notice; or (h) use the Service, Output, prompts, templates, or documentation to develop, train, fine-tune, evaluate, or improve any machine-learning model or competing service, or extract Output in bulk for that purpose.

Modification of the Service

We improve the Service continuously. We may add, change, or discontinue features. Where we discontinue a material feature you actively use, we will use reasonable efforts to give advance notice through the Service or by email. We have no obligation to maintain any particular feature or configuration, and we make no availability or service-level commitment except in a signed agreement that expressly provides one.

Ownership

The Service, including all software, models, prompts, templates, interfaces, documentation, and all intellectual property rights in them, is and remains the property of Vertex Field AI LLC and its licensors. We reserve all rights not expressly granted. These Terms grant no rights to our source code, and no license to our trademarks, logos, or brand features except as we authorize in writing.

Feedback

If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. Feedback is not treated as your confidential information, and you should not send us anything in feedback you consider proprietary.

Trials and Beta Features

We may offer free trials, pilots, evaluation accounts, or features labeled beta, preview, or early access. These are provided for evaluation only, may be changed or withdrawn at any time, may have lower reliability than generally available features, and are excluded from any commitment about availability or performance that may appear in a signed agreement.

4. Your Data

"Customer Data" means all data, records, documents, images, files, and other content you or your Authorized Users submit to or generate through the Service — including daily reports, safety forms, bore logs, red-lines, photographs, production and footage entries, materials records, invoices, payroll inputs, and personnel records.

Ownership and License

As between you and us, you own all Customer Data. You grant us a limited, non-exclusive, worldwide license to host, store, process, transmit, reproduce, and display Customer Data solely to operate and provide the Service to you, to generate the outputs and documents you request, to deliver records to the recipients you designate, to provide support you request, to maintain the security and integrity of the Service, to detect, investigate, prevent, and respond to security incidents, fraud, or abuse, to enforce these Terms, and to comply with law. This license ends when the Customer Data is deleted, except for residual copies in routine backups until they expire in the ordinary course.

No Model Training

Confidentiality

Each party may receive non-public information of the other. Each will use the other's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and subprocessors who need it and are bound to comparable obligations, or where disclosure is required by law. Customer Data is your confidential information. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient, is independently developed, or is lawfully received from a third party.

Security

We maintain administrative, technical, and organizational safeguards designed to protect Customer Data, including encryption in transit, encryption at rest for sensitive records such as connected-account tokens and banking details, role-based access controls, and audit trails of activity in the Service. Our practices are described further in our Privacy Policy. No method of transmission or storage is completely secure, and we do not guarantee that the Service will be free from unauthorized access.

Your Responsibilities and Consents

You are responsible for the Customer Data you put into the Service, for having the rights and lawful basis to provide it, and for obtaining any notices and consents required from the individuals it concerns. This includes personnel and third parties whose information you submit, and consent to share records with customers, general contractors, or public entities through the Service.

Voice input. Where you or your Authorized Users use voice features, you are responsible for obtaining all consents and giving all notices required by federal and state wiretap, eavesdropping, and recording-consent laws in every jurisdiction where the speakers are located, including all-party-consent states, before capturing any voice input that includes another person's speech. Voice input is transcribed transiently to produce the text you requested; we do not retain the audio or the transcript after processing, and we do not create or store voiceprints or other biometric identifiers. You may not use voice features to record a conversation, a meeting, or any person other than the speaker without that person's consent.

Accuracy

The Service computes, summarizes, and formats what you give it. Footage totals, cost and margin figures, payroll amounts, invoice values, material quantities, and generated documents depend entirely on the accuracy, completeness, and timeliness of Customer Data. We do not independently verify Customer Data and are not responsible for outcomes that follow from inaccurate, incomplete, or late entries.

Privacy

Our handling of personal information is described in our Privacy Policy. A data processing addendum is available on request at info@vertexfield.ai.

5. Acceptable Use

You and your Authorized Users may not use the Service to:

• violate any law, regulation, or third-party right, including intellectual property, privacy, publicity, employment, and wage-and-hour laws;
• upload malware or any code intended to disrupt, damage, or gain unauthorized access to systems or data;
• interfere with, overload, or disrupt the Service or the networks and infrastructure it runs on;
• attempt to access another customer's data, accounts, or environment;
• submit Social Security numbers, biometric identifiers, or health information into any field, note, chat, or free-text area of the Service. The Service has no field for a Social Security number and does not capture biometric identifiers. Where a document you upload — for example, a completed Form W-9 — contains such information, that document is your content and you are responsible for it. Financial account numbers and government identification numbers may be submitted only through the specific fields the Service provides for them;
• falsify field records, safety documentation, time entries, or production figures, or use the Service to create records that misrepresent what occurred on a jobsite;
• send unlawful, deceptive, harassing, or unsolicited bulk communications through the Service's messaging or email features;
• use the Service to make employment, credit, insurance, or benefits decisions about an individual solely on the basis of automated Output;
• use the Service in any manner that could create risk of death, personal injury, or serious property or environmental damage without independent human review and controls; or
• infringe our rights or those of others, or assist anyone else in doing any of the above.

We may investigate suspected violations and may suspend access as described in Section 15 (Term and Termination).

6. AI Features and Output

The Service includes features that use artificial intelligence — including large language models operated by third-party providers — to transcribe voice input, extract information from documents and photographs, summarize records, draft communications and documents, flag anomalies, and answer questions about your data. Material you provide to those features, and material the Service assembles from your Customer Data to answer a request, is sent to our AI providers for processing. Content generated by these features is "Output."

Voice input is processed transiently: audio captured for transcription is sent for processing and is not retained by us, and the raw transcript is not stored as a separate record. What persists is the entry you review and save.

As between you and us, you own Output generated from your Customer Data, subject to our rights in the Service itself. Output is generated statistically. Similar or identical Output may be generated for other customers from similar inputs, and we make no claim that Output is unique or protectable.

Automation you enable. Some features can generate, assemble, or deliver documents and communications on a schedule or without a person reviewing each item, where you enable them. Enabling such a feature is your decision to operate an automated process. You are responsible for configuring it, for reviewing its settings and representative outputs before and while it runs, and for the documents and communications it produces, and you may disable it at any time. Enabling automation does not shift responsibility for Output to us and does not relieve you of the review obligations in this Section or in Section 14 (High-Risk Use).

Our AI providers are subprocessors, not parties to these Terms. Their availability, latency, model versions, and behavior may change. We may change AI providers or models to maintain or improve the Service, subject to the commitments in Section 4 (Your Data).

7. Field Records, Safety, and Compliance

The Service provides tools for creating, storing, organizing, and sharing field records — including job hazard analyses and tailboard forms, daily production reports, 811 and locate ticket references, bore logs, as-built red-lines, restoration records, damage reports, photographs, and certificates of insurance and onboarding documents.

You retain sole responsibility for jobsite safety; for your safety program, training, competent-person determinations, and supervision; and for placing and honoring one-call/811 requests and complying with damage-prevention law. You are equally responsible for excavation, boring, traffic control, and restoration methods; for as-built accuracy and survey where required; and for compliance with OSHA, state and local requirements, utility and owner specifications, permits, and contract obligations. Templates, checklists, prompts, and flagged items in the Service are conveniences and do not define the scope of your legal or contractual duties. Where a public entity, utility owner, or contract requires a specific form, format, retention period, or submission method, you are responsible for confirming that records produced through the Service satisfy it.

To the fullest extent permitted by law, you release us from, and will not assert against us, any claim for death, bodily injury, property damage, environmental harm, damage to underground or overhead facilities, service interruption, or fines and penalties arising from your operations or those of your Authorized Users or subcontractors, including excavation, boring, locating, traffic control, and restoration activities, except to the extent caused by our willful misconduct.

8. Financial, Payroll, and Billing Data

The Service computes and presents financial figures — production revenue, unit economics, cost allocations, margins, materials costs, accounts receivable aging, invoice amounts, hours, gross pay, advances and deductions, and similar values — from Customer Data and from rates and rules you configure. These figures are computational aids. You must verify them against your own books and records before invoicing a customer, paying a worker or subcontractor, filing anything, or reporting to a lender, auditor, or public entity. We are not your accountant, bookkeeper, auditor, tax advisor, or payroll provider, and nothing in the Service is accounting, tax, or legal advice. You must maintain your own books, records, and source documents; the Service is not your system of record for accounting, tax, wage-and-hour, safety, or contract-retention purposes.

We do not move money. The Service does not originate ACH transfers, process card or bank payments, hold or transmit funds, or act as a money transmitter, payment processor, or custodian of any kind. Where the Service stores banking details you enter, it stores them as records for your own use; it does not initiate transactions with them. Sending an invoice through the Service is a delivery of a document, not a payment.

We are not a payroll-tax service. We do not calculate, withhold, remit, or file any federal, state, or local tax, and we do not issue Forms W-2 or 1099. The Service does not provide certified-payroll or prevailing-wage functionality and does not produce wage determinations or certified payroll reports. You are the employer of record for your personnel and remain solely responsible for wage-and-hour compliance, classification of workers, overtime, benefits, recordkeeping, tax withholding and filing, and any certified payroll or prevailing-wage obligations under the Davis-Bacon Act, state analogs, or your contracts.

We are not an employer, joint employer, co-employer, professional employer organization, employee-leasing firm, or staffing agency with respect to your personnel or your subcontractors' personnel, and nothing in the Service or these Terms creates such a relationship. We are not a consumer reporting agency, and no Output, record, summary, or score generated through the Service is a consumer report or investigative consumer report. You may not use the Service as a factor in establishing eligibility for employment, credit, insurance, housing, or any other purpose covered by the Fair Credit Reporting Act or an analogous state law.

9. Connected Accounts, Communications, and Third-Party Services

You may choose to connect a Google or Microsoft account so the Service can send email and store files on your behalf. These connections are optional and are requested at the narrowest scopes that support the features:

• Google: gmail.send (send email as you; no read access to your mailbox) and drive.file (access only to files the Service creates or that you specifically open with it; no access to the rest of your Drive).
• Microsoft: Mail.Send and Files.ReadWrite, used for the same purposes.

The Service's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. We use this data only to provide and improve the connected features you enabled, do not transfer it except as necessary to provide those features, with your consent, or as required by law, do not use it for advertising, and do not allow humans to read it except with your consent, for security or abuse investigation, to comply with law, or where the data has been aggregated and de-identified. Data obtained through these scopes is not used to train or improve generalized or foundation AI models.

You may revoke a connection at any time in the Service or in your Google or Microsoft account settings; features that depend on it will stop working.

Communications You Send

Where the Service sends email, notifications, or messages on your behalf or at your direction — including invoices, statements, payment reminders, production papers, and crew or customer notifications — you are the sender and initiator of those communications. You represent that you have the rights and consents required to send to each recipient and that recipient addresses and contact details you supply are accurate and lawfully obtained. You are solely responsible for compliance with the CAN-SPAM Act, the Telephone Consumer Protection Act, state telemarketing and messaging laws, and any applicable opt-out, identification, and content requirements, including honoring opt-outs and unsubscribe requests. We do not review the content, timing, frequency, or recipients of communications you send, and automated or scheduled sending is a configuration you control.

Subprocessors and Third-Party Services

We rely on subprocessors to operate the Service — currently Supabase (database, authentication, and storage), Vercel (hosting and compute), OpenAI (AI inference), Resend (transactional email), browser web-push infrastructure, and any Google or Microsoft account you choose to connect — as listed in our Privacy Policy. The Service may also link to or interoperate with services we do not control. We are not responsible for third-party services, their availability, their terms, or their handling of your data, and your use of them is governed by their agreements with you.

10. Paid Services

Fees, the subscription term, and any usage limits are as set out in your order form, subscription plan, or written quote. Unless stated otherwise there, fees are quoted in U.S. dollars, are invoiced in advance for each billing period, and are non-refundable except where required by law or expressly agreed in writing.

Unless your order says otherwise, subscriptions renew automatically for successive periods equal to the then-current term. Either party may prevent renewal by giving notice before the end of the current term — through account settings where available, or by email to info@vertexfield.ai. Cancellation takes effect at the end of the period you have paid for; you keep access until then, and we do not prorate partial periods.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on our net income. If you are tax-exempt, provide valid documentation and we will apply it prospectively. Undisputed amounts not paid when due may accrue interest at 1.5% per month or the maximum permitted by law, whichever is less, and we may suspend the Service after reasonable notice for continued non-payment. You will reimburse our reasonable costs of collecting undisputed past-due amounts, including reasonable attorneys' fees. If you dispute an invoice in good faith, notify us within 30 days of the invoice date with reasonable detail; we will work with you in good faith and will not suspend for the disputed portion while we do, for up to 60 days from your notice.

We may change prices effective at the start of a renewal term by giving at least 30 days' notice before the renewal date. If you do not accept a price change, you may decline renewal before the current term ends.

11. Indemnification

You will defend, indemnify, and hold harmless Vertex Field AI LLC and its officers, members, employees, and agents from and against third-party claims, and resulting damages, judgments, settlements approved by you, and reasonable attorneys' fees, arising out of: (a) Customer Data, including a claim that it infringes or misappropriates a third party's rights or was provided without required rights or consents; (b) your or your Authorized Users' use of the Service in violation of these Terms or applicable law; (c) jobsite operations, safety, damage to underground facilities, or work performed or omitted by you or your subcontractors; (d) your employment or engagement of personnel, including wage, hour, classification, tax, and benefits claims; (e) documents you issue or figures you report based on the Service or Output; (f) communications, notifications, or documents sent through the Service by you, at your direction, or under automation you enabled, including claims under the CAN-SPAM Act, the Telephone Consumer Protection Act, or state messaging, telemarketing, or recording-consent laws; or (g) your access decisions and configurations, including accounts, roles, and permissions you assign, records you elect to share, portal or link access you grant, and failure to disable access when a person's or organization's authorization ends.

We will notify you promptly of any claim, give you control of the defense with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our written consent, which will not be unreasonably withheld. This section does not apply to the extent a claim arises from our own gross negligence or willful misconduct.

12. Disclaimers

We make no representation that use of the Service satisfies any legal, regulatory, contractual, or certification requirement applicable to you, and we make no availability, uptime, or service-level commitment except in a signed agreement that expressly provides one.

We have no obligation to review, monitor, audit, verify, flag, or detect errors, omissions, falsified entries, unsafe conditions, overbilling, underbilling, or non-compliance in Customer Data, Output, or your use of the Service. Alerts, flags, findings, checks, and warnings the Service may present are conveniences only, are not exhaustive, and may not appear when an issue exists. The absence of a flag, alert, warning, finding, or error is not a representation that no issue exists, and you may not rely on it as a check on your own review.

13. Limitation of Liability

The disclaimers in Section 12 (Disclaimers), the limitations in this Section 13, and Section 14 (High-Risk Use) apply to Vertex Field AI LLC and equally to its officers, members, managers, employees, agents, licensors, and subprocessors, each of whom may enforce them. The cap above is a single aggregate cap shared with those persons and is aggregated across you, your affiliates, and your Authorized Users, and across all claims any of them bring in any capacity.

Any claim arising out of or relating to these Terms or the Service must be brought within one year after the claim accrues, or it is permanently barred, except where a shorter or longer period is required by law.

These limitations apply even if a limited remedy fails of its essential purpose, and they allocate risk between the parties in exchange for the pricing of the Service. They do not apply to liability that cannot be limited or excluded under applicable law, or to a party's fraud or willful misconduct. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you.

14. High-Risk Use

15. Term and Termination

These Terms apply from the time you first access the Service and continue until your account is closed or your subscription ends.

You may stop using the Service and close your account at any time; see Section 10 (Paid Services) for the effect on fees. We may suspend or terminate your access, in whole or in part, if you materially breach these Terms and do not cure the breach within 10 days after notice, if fees remain unpaid after notice, if your use creates a security, legal, or operational risk requiring immediate action, or if we cease offering the Service. Where practical, we will give notice before suspending, and we will restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees accrued or accruing during the suspension, except where we suspend without cause.

You may export records through the export and document-generation features the Service provides. After termination, we will, on written request made within 30 days, provide a copy of your Customer Data in a commercially reasonable machine-readable format, after which we may delete it in accordance with our Privacy Policy and our routine retention practices. We are not obligated to retain Customer Data beyond that period. Any obligation to retain records under law, regulation, or your contracts is yours alone — export and retain what you are required to keep before your access ends.

Sections that by their nature should survive do survive, including Section 3 (The Service) as to ownership, restrictions, and feedback; Section 4 (Your Data) as to ownership, confidentiality, and your responsibilities; Section 5 (Acceptable Use); Section 6 (AI Features and Output); Section 7 (Field Records, Safety, and Compliance); Section 8 (Financial, Payroll, and Billing Data); Section 10 (Paid Services) as to accrued and unpaid fees; and Sections 11, 12, 13, 14, 16, and 18.

16. Government and Public-Entity Customers

Where the Customer is a federal, state, local, tribal, or other public entity, or an entity that cannot lawfully agree to certain terms, the following applies. Provisions the Customer cannot lawfully accept — including indemnification, binding arbitration, jury and class-action waiver, governing law and venue, limitation periods, and automatic renewal — apply only to the extent permitted by the law applicable to that Customer, and are otherwise deemed modified to the minimum extent necessary or omitted, without affecting the remainder of these Terms.

Payment obligations and renewals are subject to the availability and appropriation of funds; the Customer may terminate for non-appropriation on written notice without further liability beyond amounts due for services already provided. Nothing in these Terms waives or limits any sovereign, governmental, or official immunity, or supersedes mandatory public-contracting requirements, public-records obligations, or required contract clauses applicable to the Customer.

The Service and its documentation are "commercial products" and "commercial computer software" as those terms are used in FAR 2.101 and 12.212 and DFARS 227.7202. Any use, duplication, or disclosure by the U.S. Government is subject to the restrictions in these Terms and to the rights customarily provided to the public in commercial licenses, and no rights beyond those are granted.

We make no representation that the Service complies with any government certification, authorization, or accreditation program. Any such requirement must be addressed in a separate signed agreement under Section 1 (Agreement to These Terms).

17. Copyright (DMCA)

We respect intellectual property rights and will respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to info@vertexfield.ai with the subject line "DMCA Notice," including: identification of the copyrighted work; identification of the material claimed to be infringing and its location; your name, address, telephone number, and email; a statement that you have a good-faith belief the use is not authorized; a statement, under penalty of perjury, that the information is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature.

We may remove or disable access to material that is the subject of a valid notice, notify the person who supplied it, and accept counter-notices. We may terminate accounts of repeat infringers.

18. General

Changes to These Terms

We may update these Terms. If a change is material, we will give notice through the Service or by email at least 30 days before it takes effect, except where a change must take effect sooner to comply with law or to address a security or legal risk, and it will apply to renewals and to continued use after the effective date. Non-material changes take effect when posted. The "Last updated" date above reflects the current version. If you do not accept a material change, stop using the Service and close your account before the change takes effect.

Dispute Resolution and Arbitration

Informal resolution first. Before starting arbitration, the party with a dispute will send the other a written description of the dispute and the relief sought — to us at info@vertexfield.ai. The parties will attempt in good faith to resolve it for 30 days. This step is a condition to filing.

Binding arbitration. Any dispute not resolved informally will be settled by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a single arbitrator, seated in Boston, Massachusetts, in English. The arbitrator decides all issues, including arbitrability, and may award any relief a court could award to that individual party. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this subsection.

Class and jury waiver. Disputes will be arbitrated only on an individual basis. The parties waive any right to a jury trial and any right to bring or participate in a class, collective, consolidated, or representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim proceeds in court under the Governing Law and Venue provisions below, and the rest of this subsection still applies to all other claims. The jury-trial waiver applies independently and continues to apply to any claim that proceeds in court for any reason, including a claim as to which the class waiver or the arbitration agreement is held unenforceable or inapplicable.

Carve-outs. Either party may bring an individual claim in small-claims court, and either party may seek temporary or preliminary injunctive relief in court to protect intellectual property or confidential information, or to prevent unauthorized access to or use of the Service, without first arbitrating.

Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts, and waive any objection to that forum.

Export and Sanctions

The Service is offered in the United States. You will comply with U.S. export control and sanctions laws, and you represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that you and your Authorized Users are not on any U.S. government restricted-party list.

Electronic Communications

You consent to receive notices, agreements, disclosures, and other communications from us electronically, by email or through the Service, and you agree that electronic communications and records satisfy any legal requirement that they be in writing. Electronic signatures and acceptances have the same effect as handwritten ones.

Assignment

You may not assign or transfer these Terms without our written consent, except to a successor to all or substantially all of your business or assets that is not our competitor, with notice to us. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Force Majeure

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, utility or network failures, acts of government, and the failure, degradation, suspension, or discontinuation of a third-party provider, including cloud hosting, AI inference, email delivery, and connected Google or Microsoft services.

Severability; No Waiver; Relationship

If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. Our failure to enforce a provision is not a waiver of it. The parties are independent contractors; these Terms create no partnership, joint venture, agency, employment, or fiduciary relationship. There are no third-party beneficiaries other than the persons identified in Section 13 (Limitation of Liability).

Entire Agreement

These Terms, together with our Privacy Policy and any order form or plan you accept, are the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous proposals and understandings on that subject — subject always to the precedence of a separate signed agreement under Section 1 (Agreement to These Terms). Terms in your purchase order or vendor portal do not apply unless we agree to them in a signed writing.

Notices

Notices to you may be sent to the email address on your account or posted in the Service. Notices to us must be sent to info@vertexfield.ai and, for legal notices, also by mail to the address below. Notice is effective when sent to a valid email address or three business days after mailing.

Contact

Vertex Field AI LLC
1 Beacon Street, 15th Floor
Boston, MA 02108
info@vertexfield.ai