1. Agreement to These Terms
These Terms of Service ("Terms") govern access to and use of the websites, applications, and services provided by Vertex Field AI LLC ("Vertex Field AI," "we," "us," or "our"), collectively the "Service." By creating an account, accessing the Service, or authorizing someone to use it on your behalf, you agree to these Terms.
The Service is offered in the United States to organizations and to adults acting for an organization. You represent that you are at least 18 years old and have authority to bind the organization you represent. "You" and "Customer" refer to that organization.
If you have a signed agreement with us covering the Service, that agreement controls to the extent of a conflict. Otherwise, these Terms, our Privacy Policy, and any order form or plan you accept form the agreement between you and us. If these Terms conflict with the Privacy Policy about our handling of personal information, the Privacy Policy controls for that subject unless a signed agreement provides more specific data-protection terms.
Section 14 contains a binding individual arbitration agreement and waivers of jury-trial and class-action rights. Please review it carefully.
2. Accounts
You must provide accurate account information and keep it current. You are responsible for protecting credentials, for activity under accounts you create or approve, and for notifying us promptly at info@vertexfield.ai of suspected unauthorized access.
You may authorize employees, contractors, crews, project managers, and other personnel to use the Service ("Authorized Users"). You are responsible for their compliance with these Terms and for removing access when authorization ends. Credentials are issued to individuals and may not be shared.
3. Access to the Service
License
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during your subscription term for your internal business purposes.
Restrictions
You may not copy, modify, reverse engineer, resell, sublicense, rent, or commercially exploit the Service; circumvent security, access, or usage controls; access it through undocumented automated means; use it to build a competing service; remove proprietary notices; or use the Service or its output to train or evaluate a competing machine-learning model, except where a restriction is prohibited by law or we agree in writing.
Changes and availability
We may add, change, suspend, or discontinue features. We will use reasonable efforts to provide notice before discontinuing a material feature in active use. We do not promise any particular feature, availability level, or service level unless a signed agreement expressly provides one.
Ownership and feedback
The Service, including its software, interfaces, models, prompts, templates, documentation, and associated intellectual property, belongs to Vertex Field AI or its licensors. If you provide feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or compensation. Feedback is not confidential.
Trials, previews, and beta features may be changed or withdrawn at any time and may be less reliable than generally available features.
4. Customer Content and AI Output
"Customer Content" means information, records, documents, images, files, prompts, and other content you or your Authorized Users submit to or generate through the Service. As between you and us, you retain ownership of Customer Content.
You grant us a limited, non-exclusive right to host, store, process, reproduce, transmit, and display Customer Content only as needed to provide and secure the Service, follow your instructions, provide support you request, enforce these Terms, and comply with law. This right ends when Customer Content is deleted, except for temporary residual copies in routine backups or copies retained as required by law.
Customer Content is your confidential information. We protect it with reasonable care and disclose it only to personnel and service providers who need it and are subject to confidentiality obligations, at your direction, or as required by law. We do not use Customer Content to train, fine-tune, or improve generalized or foundation AI models and require service providers processing it for AI features not to use it for their own model training.
To the extent permitted by law, you own output generated specifically for you. AI output may not be unique, and other users may receive similar output. Output can be incomplete, inaccurate, or unsuitable for a particular purpose. You must review it before relying on, finalizing, or sharing it, and may not use it as the sole basis for a decision that could materially affect a person or create a safety, legal, financial, or regulatory consequence.
You are responsible for Customer Content, including its accuracy and legality, and for obtaining the rights, notices, and consents required to provide and use it. When voice input may capture another person's speech, you must obtain any consent required by recording and wiretap laws before using the feature.
5. Acceptable Use
You and your Authorized Users may not use the Service to:
- violate law or another person's intellectual property, privacy, publicity, employment, or other rights;
- submit unlawful, fraudulent, abusive, harmful, or intentionally misleading content;
- upload malware, interfere with the Service, probe systems without authorization, or attempt unauthorized access;
- send spam or communications to recipients you are not authorized to contact;
- misrepresent generated output as independently verified or as professional advice;
- monitor, profile, or make consequential decisions about a person without lawful authority and appropriate human review; or
- use the Service in a way that creates an unreasonable security, legal, or operational risk.
We may investigate suspected violations and remove content, restrict activity, or suspend access where reasonably necessary to protect the Service, our customers, or others.
6. Field, Safety, and Financial Responsibilities
The Service helps create and organize operational records. It does not inspect job sites, locate underground facilities, verify measurements, certify compliance, or replace qualified personnel, required safety programs, one-call or 811 procedures, permits, engineering judgment, or independent review.
Financial, payroll, cost, margin, invoice, and production figures are calculated from information and rules supplied by you. You are responsible for checking them against your own records before paying workers, billing customers, reporting financial results, or making business decisions. The Service does not move money, process payments, provide payroll-tax services, or provide accounting, tax, legal, engineering, or safety advice.
You remain responsible for job-site operations, worker classification and compensation, taxes, regulatory and contractual compliance, record retention, and the accuracy and completeness of records issued through the Service.
7. Paid Services
Fees, subscription terms, and usage limits are stated in the applicable order form, plan, or written quote. Unless stated otherwise, fees are in U.S. dollars, invoiced in advance, and non-refundable except where required by law or agreed in writing.
Subscriptions renew for successive periods equal to the current term unless either party gives notice before renewal. Cancellation takes effect at the end of the paid period. We may change prices for a renewal term with at least 30 days' notice.
Fees exclude applicable sales, use, and similar taxes other than taxes on our net income. Undisputed overdue amounts may accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower, and we may suspend access after reasonable notice. Invoice disputes must be submitted within 30 days with enough detail for us to investigate.
8. Connected Services and Communications
You may authorize the Service to interact with third-party accounts or services. Those connections are optional and governed by the third party's terms. We are not responsible for a third party's systems, availability, decisions, or handling of information outside our control.
The Service may send communications and documents to recipients you select. You are responsible for recipient details, content, lawful authority to send, and any required consent or notice. Delivery status does not prove that a recipient read, accepted, or acted on a communication.
9. Indemnification
You will defend, indemnify, and hold harmless Vertex Field AI and its officers, members, employees, and agents from third-party claims, damages, judgments, settlements, and reasonable attorneys' fees arising from Customer Content; your or your Authorized Users' violation of these Terms or law; your job-site operations; your employment, payroll, tax, or worker-classification obligations; communications sent at your direction; or access and sharing decisions you control.
We will promptly notify you of a claim, allow you to control the defense with reasonably acceptable counsel, and cooperate at your expense. You may not settle in a way that imposes an obligation or admission on us without our written consent. This section does not apply to the extent a claim results from our gross negligence or willful misconduct.
10. Disclaimers and High-Risk Use
THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RELIABILITY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR SUITABLE FOR ANY SAFETY, REGULATORY, CONTRACTUAL, FINANCIAL, TAX, OR LEGAL PURPOSE.
We have no obligation to inspect or verify Customer Content, output, job sites, financial calculations, safety conditions, or compliance. Alerts and checks are conveniences, may be incomplete, and do not replace your own review.
THE SERVICE IS NOT DESIGNED OR CERTIFIED AS THE SOLE BASIS FOR A DECISION WHERE AN ERROR COULD CAUSE DEATH, PERSONAL INJURY, ENVIRONMENTAL HARM, OR SERIOUS PROPERTY OR FINANCIAL DAMAGE. QUALIFIED HUMAN REVIEW AND INDEPENDENT VERIFICATION ARE REQUIRED.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, VERTEX FIELD AI WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, PRODUCTION, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE AND THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR US$5,000.
These limitations apply regardless of the legal theory, even if a remedy fails of its essential purpose. They do not apply where liability cannot lawfully be limited or to a party's fraud or willful misconduct. Any claim must be brought within one year after it accrues unless applicable law requires a different period.
12. Term and Termination
These Terms apply while you use the Service. You may stop using it and close your account at any time, subject to the paid subscription terms above.
We may suspend or terminate access if you materially breach these Terms and do not cure the breach within 10 days after notice, fail to pay undisputed fees after notice, create an immediate security or legal risk, or if we discontinue the Service. Where practical, we will provide notice and restore access once the cause is resolved.
You may export records using available features. If requested within 30 days after termination, we will provide Customer Content in a commercially reasonable machine-readable format, after which it may be deleted under our Privacy Policy. You are responsible for exporting and retaining records you are required to keep.
Provisions that by their nature should survive termination remain effective, including ownership, confidentiality, payment obligations, indemnification, disclaimers, limitations of liability, dispute resolution, and governing law.
13. Government and Public-Entity Customers
If a Customer is a government or public entity, provisions it cannot lawfully accept apply only to the extent permitted by applicable law and are modified or omitted only as necessary. Nothing waives governmental immunity or overrides mandatory procurement, appropriations, public-records, or required-contract rules.
The Service and its documentation are commercial products and commercial computer software. We make no representation that the Service holds a government certification, authorization, or accreditation unless stated in a signed agreement.
14. General
Changes
We may update these Terms. We will provide at least 30 days' notice of a material change by email, through the Service, or both, unless an earlier change is required by law or an urgent security or legal risk. Non-material changes take effect when posted. If you do not accept a material change, you must stop using the Service before it takes effect.
Dispute resolution and arbitration
DISPUTES WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, NOT A COURT OR CLASS PROCEEDING, EXCEPT AS PROVIDED BELOW. EACH PARTY WAIVES A JURY TRIAL AND PARTICIPATION IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Before starting arbitration, the complaining party must send written notice describing the dispute and requested relief. The parties will attempt in good faith to resolve it for 30 days. Unresolved disputes will be decided by one arbitrator through JAMS under its applicable rules, seated in Boston, Massachusetts, in English. The Federal Arbitration Act governs. Either party may bring an eligible individual claim in small-claims court or seek temporary injunctive relief in court to protect intellectual property, confidential information, or the security of the Service.
Governing law
These Terms are governed by Massachusetts law, without regard to conflict-of-law rules. Claims not subject to arbitration must be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts.
Additional terms
You will comply with applicable U.S. export-control and sanctions laws. Electronic communications and signatures satisfy legal writing and signature requirements. You may not assign these Terms without our written consent, except to a successor to substantially all of your business that is not our competitor; we may assign them in connection with a corporate transaction.
Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors. If a provision is unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions continue in effect. Failure to enforce a provision is not a waiver.
Copyright
We respond to valid notices of claimed copyright infringement. Notices should be sent to info@vertexfield.ai and include the information required by the Digital Millennium Copyright Act. We may remove challenged material and terminate repeat infringers where appropriate.
Entire agreement and notices
These Terms, the Privacy Policy, and any order form or plan you accept are the entire agreement concerning the Service unless a signed agreement states otherwise. Terms in a purchase order or vendor portal do not apply unless we accept them in a signed writing.
Notices to you may be sent to the account email or posted in the Service. Notices to us must be sent to info@vertexfield.ai; formal legal notices must also be mailed to:
Vertex Field AI LLC
1 Beacon Street, 15th Floor
Boston, MA 02108
United States