TERMS OF USE

Last updated: October 10, 2025

These terms apply to all individual users of the Vutal Platform

1. ACCEPTANCE AND SCOPE

1.1 Agreement: By creating an account or accessing the Vutal Platform, you accept these Terms of Use ("Terms").

1.2 Binding Agreement: These Terms create a legally binding agreement between you and Vutal Inc., a Delaware corporation ("Vutal").

1.3 Updates: Vutal may update these Terms from time to time. Continued use after updates constitutes acceptance of revised Terms.

1.4 Organizational Context: You are accessing the Platform on behalf of your organization. Your organization's subscription agreement with Vutal governs the commercial terms of service.

2. PLATFORM DESCRIPTION

2.1 Service: The Vutal Platform is a knowledge infrastructure platform that helps organizations structure, manage, and govern knowledge records across systems. The Platform provides tools for creating, organizing, and retrieving structured organizational knowledge with AI-assisted features.

2.2 Knowledge Records: The Platform stores and manages knowledge records, which may include structured data, metadata, document references, embeddings, and related content created or imported by your organization.

2.3 Integrations: The Platform may integrate with external systems including Google Drive, OneDrive, and other document storage systems as configured by your organization to reference or import content.

2.4 Workspace Model: Users access the Platform through organization workspaces with assigned roles (Admin, Member, Guest) that determine access permissions and capabilities.

3. ACCOUNT AND ACCESS

3.1 Account Creation: You must provide accurate information when creating your account and keep your account information current.

3.2 Eligibility: You must be at least 18 years old and authorized by your organization to access and manage knowledge records on its behalf.

3.3 Account Security: You are solely responsible for maintaining the confidentiality of your login credentials and all activities under your account.

3.4 Authorized Use Only: You may only access the Platform if your organization has an active subscription with Vutal.

3.5 Role-Based Access: Your permissions within the Platform are determined by your assigned role (Admin, Member, or Guest) within your organization's workspace.

4. PERMITTED USE

4.1 License Grant: Subject to these Terms, Vutal grants you a limited, non-exclusive, non-transferable license to access and use the Platform for your organization's knowledge management purposes.

4.2 Use Restrictions: You may not:

Share, transfer, or allow others to use your account credentials
Reverse engineer, decompile, or attempt to extract source code from the Platform
Use the Platform for any illegal, harmful, or unauthorized purposes
Attempt to gain unauthorized access to any systems, data, or networks
Interfere with or disrupt the Platform's operation or security
Use automated tools to access the Platform without written permission
Access knowledge records or data beyond your role-based permissions
Remove or obscure any proprietary notices or labels

4.3 Compliance: You must comply with all applicable laws, regulations, and your organization's policies when using the Platform.

5. USER RESPONSIBILITIES

5.1 Content Accuracy: You are responsible for the accuracy, quality, and appropriateness of any knowledge records, content, or information you create or import into the Platform.

5.2 Appropriate Use: You agree to use the Platform professionally and ethically, respecting the confidentiality and privacy of organizational knowledge.

5.3 AI-Assisted Features: When using AI-assisted features:

You remain responsible for reviewing and validating all AI-generated content
You must not rely solely on AI outputs for critical business decisions
You must ensure AI-generated content complies with your organization's policies
You acknowledge that AI features may produce inaccurate or incomplete results

5.4 Security Obligations: You must:

Immediately report any suspected security breaches or unauthorized access
Follow all security protocols and best practices
Log out of your account when finished using the Platform
Not attempt to circumvent any security measures

5.5 Organizational Policies: You must comply with your organization's data handling, privacy, and security policies when using the Platform.

6. PRIVACY AND DATA HANDLING

6.1 Data Processor Role: Vutal acts as a data processor for knowledge records and organizational content stored in the Platform. Your organization is the data controller and retains ownership of all knowledge records and content.

6.2 Personal Data Collection: Vutal collects and processes your account information, usage data, and interactions with the Platform as described in our Privacy Policy.

6.3 Knowledge Records Storage: The Platform stores:

Structured knowledge records created or imported by your organization
Metadata, tags, and organizational structures
Vector embeddings for semantic search and AI features
References and links to external documents
User activity logs and audit trails

6.4 Data Processing Purposes: Your data may be processed to:

Provide and improve the Platform services
Enable search, retrieval, and AI-assisted features
Provide customer support
Ensure security and prevent fraud
Comply with legal obligations

6.5 Data Protection: Vutal implements SOC 2-level security controls including encryption at rest and in transit, access controls, audit logging, and regular security assessments.

6.6 Privacy Policy: Our collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms.

7. INTELLECTUAL PROPERTY AND OWNERSHIP

7.1 Platform Ownership: Vutal owns all rights, title, and interest in the Platform, including the software, infrastructure, user interface, AI models, data schemas, and all related intellectual property.

7.2 Organization Content Ownership: Your organization retains all ownership rights to knowledge records, content, and data it creates, imports, or stores in the Platform.

7.3 Processing License: You grant Vutal a limited license to process, store, and analyze your organization's content solely to provide the Platform services, including generating embeddings and enabling AI-assisted features.

7.4 Aggregated Data: Vutal may use anonymized, aggregated usage data to improve the Platform, provided such data cannot identify your organization or its specific knowledge records.

7.5 Feedback: Any feedback, suggestions, or ideas you provide about the Platform may be used by Vutal without restriction or compensation.

8. AI-ASSISTED FEATURES

8.1 AI Capabilities: The Platform includes AI-assisted features such as semantic search, content generation, summarization, and intelligent recommendations.

8.2 Human Review Required: AI-generated content is provided as assistance only. You must review, validate, and take responsibility for any AI-generated content before using it for business purposes.

8.3 No Guarantees: Vutal does not guarantee the accuracy, completeness, or appropriateness of AI-generated content. AI features may produce errors, biases, or inappropriate outputs.

8.4 Ethical Use: You agree to use AI features ethically and in compliance with applicable laws, including not using them to generate harmful, discriminatory, or misleading content.

8.5 Model Updates: Vutal may update, modify, or replace AI models at any time, which may affect the behavior or output of AI features.

9. SERVICE AVAILABILITY AND SUPPORT

9.1 Service Levels: Vutal will use commercially reasonable efforts to maintain Platform availability, but does not guarantee uninterrupted or error-free service.

9.2 Maintenance: Vutal may perform scheduled maintenance that temporarily affects Platform availability, with reasonable advance notice where possible.

9.3 Support: Technical support is provided to your organization according to the terms of your organization's subscription agreement with Vutal.

10. DISCLAIMERS AND WARRANTIES

10.1 Platform Disclaimer: THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

10.2 No Warranties: VUTAL DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.

10.3 AI Content Accuracy: Vutal does not warrant the accuracy, completeness, reliability, or appropriateness of any AI-generated content, search results, or recommendations provided by the Platform.

10.4 Third-Party Services: Vutal is not responsible for the availability or performance of third-party services (such as Google Drive or OneDrive) that integrate with the Platform.

11. LIMITATION OF LIABILITY

11.1 Liability Cap: Vutal's total liability to you or your organization under these Terms is limited to the amount paid by your organization to Vutal in the twelve (12) months preceding the claim, or one hundred dollars ($100), whichever is greater.

11.2 Excluded Damages: IN NO EVENT SHALL VUTAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 AI-Related Liability: Vutal is not liable for any decisions made, actions taken, or damages incurred based on AI-generated content, recommendations, or search results.

11.4 Basis of Bargain: These limitations reflect the allocation of risk and are a fundamental basis of the bargain between you and Vutal.

11.5 Applicable Law: Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you to the extent prohibited by law.

12. INDEMNIFICATION

12.1 User Indemnification: You agree to indemnify, defend, and hold Vutal harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

Your violation of these Terms
Your misuse of the Platform or AI features
Your violation of applicable laws or regulations
Content you create, import, or manage in the Platform
Your organization's breach of its subscription agreement

13. TERMINATION

13.1 Termination by Vutal: Vutal may suspend or terminate your individual access immediately if you violate these Terms, pose a security risk, or engage in prohibited conduct.

13.2 Termination by Organization: Your access will terminate when your organization's subscription with Vutal ends or when your organization removes you from its workspace.

13.3 Data Retention: Upon termination of your organization's subscription, Vutal will retain knowledge records for a reasonable period (typically 30 days) to allow data export, after which data will be deleted in accordance with our data retention policies.

13.4 Effect of Termination: Upon termination:

Your right to access the Platform ceases immediately
You must stop using the Platform and delete any downloaded materials
Provisions regarding intellectual property, disclaimers, limitations of liability, and indemnification survive

14. GENERAL PROVISIONS

14.1 Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

14.2 Jurisdiction: Any disputes will be resolved in the state or federal courts located in Delaware, and you consent to personal jurisdiction there.

14.3 Entire Agreement: These Terms, together with the Privacy Policy and your organization's subscription agreement, constitute the entire agreement regarding your use of the Platform.

14.4 Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

14.5 No Waiver: Vutal's failure to enforce any provision does not constitute a waiver of that provision.

14.6 Assignment: You may not assign these Terms. Vutal may assign these Terms without restriction.

14.7 Force Majeure: Neither party is liable for delays or failures due to circumstances beyond their reasonable control.

14.8 Export Compliance: You agree to comply with all applicable export and import laws and regulations in your use of the Platform.

15. CONTACT INFORMATION

For questions about these Terms, please contact us at legal@vutal.com.