Vurbalize, Inc. — Terms of Service

Effective Date: June 13, 2025

1. Acceptance of Terms

By accessing or using Vurbalize’s website, platform, application programming interfaces (“APIs”), mobile applications, or any related services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the “Terms”) and by our Privacy Policy and Data–Processing Addendum (collectively, the “Policies”). If you do not agree, do not access or use the Services.

2. Eligibility & Account Registration

2.1 Eligibility. You must be at least eighteen (18) years of age and capable of forming a binding contract to use the Services.

2.2 Account Registration. Certain features require an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your credentials and all activity under your account. Notify us immediately at security@vurbalize.com of any unauthorized use.

2.3 Representatives. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes both the entity and its users.

3. Definitions

• "Customer Data" means all data, text, audio, video, or files you or your end users submit to the Services, including chat transcripts and content generated through the Services.
• "Output" means any content or material generated by the Services in response to Customer Data.
• "Subscription Term" means the period of authorized access to the Services identified in an order form or online purchase flow.
• Additional capitalized terms are defined inline.

4. Fees, Billing & Taxes

4.1 Fees. You agree to pay all fees specified in each order form ("Fees"). Except as expressly stated, payment obligations are non–cancelable and Fees are non–refundable.

4.2 Invoicing & Payment. Unless otherwise stated, Fees are invoiced in advance and due 30 days from invoice date. Late payments may accrue 1.5% interest per month (or the maximum permitted by law) and may result in suspension of Services.

4.3 Auto–Renewal. Subscriptions automatically renew for successive terms equal in length to the expiring Subscription Term unless either party gives 30 days’ written notice prior to renewal.

4.4 Taxes. Fees exclude all taxes, duties, and similar governmental assessments. You are responsible for such taxes except for taxes based on Vurbalize’s net income.

5. License & Access Rights

5.1 Grant. Subject to your timely payment of Fees and compliance with these Terms, Vurbalize grants you a limited, non–exclusive, non–sublicensable, non–transferable, revocable license to access and use the Services during the Subscription Term for your internal business purposes.

5.2 Restrictions. Except to the extent explicitly permitted by law and without waivable contractual prohibition, you will not (and will not permit any third party to):

• reverse engineer, decompile, disassemble, or attempt to discover source code or underlying algorithms of the Services;
• circumvent technical limitations or use the Services to create a competing or benchmark product;
• upload malicious code, infringing material, or personal data subject to heightened regulation (e.g., protected health information under HIPAA) without a separate written agreement;
• interfere with or disrupt the integrity or performance of the Services or third–party data contained therein;
• access the Services for purposes of performance or security testing without Vurbalize’s prior written consent.

6. Acceptable–Use Policy (AUP)

You may not use the Services to:

• violate any applicable law, regulation, or court order;
• transmit spam, phishing, or deceptive content;
• promote violence, exploitation, or discrimination;
• upload or distribute illegal or harmful content, including Child Sexual Abuse Material (CSAM);
• attempt unauthorized access, penetration testing, or scraping; or
• process or export data in violation of U.S. export laws or economic sanctions. Vurbalize reserves the right to investigate and suspend accounts for violation of this AUP.

7. Beta & Evaluation Services

Vurbalize may offer features labeled as alpha, beta, preview, or evaluation ("Beta Services"). Beta Services are provided "AS IS" without warranty and may be modified or discontinued at any time. Your use is voluntary and at your own risk.

8. AI–Specific Terms

8.1 Output Ownership. As between the parties, and subject to payment of all Fees, Vurbalize assigns to you all right, title, and interest in and to the Output, excluding any Vurbalize pre–existing IP and third–party content embedded in the Output.

8.2 Training License. You grant Vurbalize a worldwide, royalty–free license to use Customer Data and Output, solely in de–identified form, to operate, maintain, and improve the Services and underlying machine–learning models.

8.3 Accuracy Disclaimer. Output is machine–generated and may be incomplete, biased, or inaccurate. You must evaluate Output for factual accuracy and legal compliance before relying on it. Vurbalize disclaims any responsibility for decisions made based on Output.

9. User Content

9.1 Responsibility. You are solely responsible for Customer Data and for ensuring you have all necessary rights to provide it.

9.2 License to Vurbalize. You grant Vurbalize a worldwide, royalty–free license to host, reproduce, process, and display Customer Data solely to provide the Services and as otherwise permitted under Section 8.2.

9.3 DMCA Takedown. Vurbalize’s DMCA agent can be reached at dmca@vurbalize.com. We respond to valid notices and may remove or disable content alleged to infringe.

10. Confidentiality

Each party agrees to protect the other’s non–public information with the same degree of care it uses to protect its own comparable information and to use such information only to perform obligations under these Terms.

11. Privacy, Data Processing & Security

11.1 Privacy Policy. Our collection and use of personal data is described in the Vurbalize Privacy Policy.

11.2 Data–Processing Addendum (DPA). Where required by the EU GDPR, UK GDPR, or the California CPRA, the parties will execute Vurbalize’s standard DPA.

11.3 Safeguards. Vurbalize maintains industry–standard administrative, technical, and physical safeguards, including SOC 2 Type II controls, encryption in transit and at rest, annual penetration testing, continuous vulnerability scanning, device management, and role–based access controls.

12. Intellectual–Property Rights

Vurbalize and its licensors retain all rights, title, and interest in the Services, documentation, and underlying technology, including all related IP rights. No rights are granted except as expressly stated herein.

13. Service Levels & Support

Unless Vurbalize and Customer have executed a separate Service Level Agreement ("SLA"), Vurbalize provides the Services on a commercially reasonable efforts basis without specific uptime commitments. Paid plans include email support Monday–Friday 09:00–17:00 Pacific Time, excluding U.S. federal holidays.

14. Third–Party Services & Open Source

The Services may interoperate with third–party applications or include open–source components governed by separate license terms. Vurbalize is not responsible for the content or security of third–party services and disclaims all liability arising from your use thereof.

15. Disclaimers

THE SERVICES, OUTPUT, BETA SERVICES, AND ANY SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE." VURBALIZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON–INFRINGEMENT. VURBALIZE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR–FREE, OR SECURE.

16. Indemnification

You will defend, indemnify, and hold harmless Vurbalize, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data; (b) your breach of these Terms; or (c) your violation of applicable law or third–party rights.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, (a) NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, AND (b) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY YOU TO VURBALIZE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY.

18. Suspension & Termination

18.1 Your Termination. You may terminate your account at any time via the account settings or by written notice.

18.2 Our Suspension or Termination. Vurbalize may suspend or terminate access to the Services (i) for violation of these Terms, following notice and a 10–day cure period where feasible; (ii) for non–payment; or (iii) to address security emergencies.

18.3 Effect of Termination. Upon termination, your right to access the Services ceases and Sections 8–23 survive.

19. Government Use

The Services and documentation are "commercial items" as defined in FAR 2.101. If acquired by or on behalf of the U.S. Government, use is subject to these Terms.

20. Export Compliance & Sanctions

You will comply with U.S. Export Administration Regulations, OFAC sanctions programs, and all applicable export and sanctions laws. You represent that you are not located in, under the control of, or a national or resident of any prohibited country or on any U.S. government denied–party list.

21. Force Majeure

Neither party will be liable for failure to perform due to causes beyond its reasonable control, such as natural disasters, war, terrorism, riots, labor disputes, internet outages, or acts of government.

22. Dispute Resolution; Arbitration; Class–Action Waiver

22.1 Informal Resolution. Before filing a claim, either party will attempt to resolve the dispute by sending the other party a written notice and engaging in good–faith negotiations for 30 days.

22.2 Binding Arbitration. If unresolved, disputes will be settled by final and binding arbitration administered by JAMS in San Francisco, California, under its Comprehensive Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for IP or confidential–information misappropriation.

22.3 Class–Action Waiver. Disputes must be conducted only on an individual basis; class arbitrations and class actions are prohibited.

22.4 Opt–Out. You may opt out of arbitration by sending written notice to legal@vurbalize.com within 30 days of accepting these Terms.

23. Miscellaneous

23.1 Assignment. You may not assign or transfer these Terms without Vurbalize’s prior written consent. Vurbalize may assign its rights and obligations freely.

23.2 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

23.3 Waiver. Failure to enforce any provision is not a waiver.

23.4 Entire Agreement. These Terms and the Policies constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.

23.5 Headings. Headings are for convenience only and do not affect interpretation.

23.6 Notices. Notices to Vurbalize must be sent to legal@vurbalize.com and will be deemed given upon receipt. Notices to you may be sent to the email associated with your account.

24. Changes to Services or Terms

We may modify the Services or these Terms. For material changes, we will provide notice (e.g., via the Services or email) at least 30 days before the effective date. Your continued use after the effective date constitutes acceptance of the revised Terms.

25. Contact Us

Vurbalize, Inc.
Email: support@vurbalize.com

© 2025 Vurbalize, Inc. All rights reserved.