Vectorly

Terms and conditions
Dated 8th September 2018

Introduction

Welcome to the Vectorly Terms and Conditions (Agreement). This Agreement describes the terms and conditions that govern your use of the services offered via www.dotlearn.io (our Site) or services referred to under the agreement section – Service Use. The Site and Platform is owned and operated by Vectorly Inc. In this Agreement “we”, “us” and “our” refers to Vectorly Inc. Your access to and use of all information on this website including using our services is provided subject to the following terms and conditions. In this Agreement where the context permits a reference to “you” this includes any user whether using Vectorly services for personal or business use, or anyone acting on your behalf or with your express or implied authority. A reference to this Agreement includes the Policies, unless stated otherwise. Use of the Platform is subject to this Agreement as well as our Privacy Policy (Policies) and you must agree to and abide by the Policies every time you use the services provided on our Platform. Except as specifically described in or authorised by this Agreement, the terms of this Agreement and any of our Policies cannot be amended except in writing signed by you and an authorized officer of Vectorly Inc.

Product and Service Descriptions

We strive to ensure that our products and services are described as accurately as possible on our Site, however we do not warrant that the description is accurate. Where we become aware of any misdescription, we reserve the right to correct any error or omission. Images have been provided for illustrative purposes only and we do not guarantee that any image will reflect or portray the full design or options relating to the product or service.

Site Access

You are not permitted to copy, reproduce, re-publish, distribute or display any of the information on this website without our prior written permission. The licence to access and use the information on our Site or Platform does not include the right to use any data mining robots or other extraction tools. The licence also does not permit you to metatag or mirror our Site without our prior written permission. We reserve the right to serve you with notice if we become aware of your metatag or mirroring of our Site.

Service Use

The Platform allows videos to be recorded, edited and transcoded from one format into another (Service) via our Site. The Service may be provided via a website other than our Site using the “Vectorly API” or our plugins subject to the terms of this Agreement. You may be directed to the Service, or interact with the Service, via a hyperlink sent to you by another user of the Service, which may result in you sending video to a third-party destination (as determined by the initiating user) (known as “Vectorly Video Request”, also referred to as “Vectorly Link”). You may also initiate a Vectorly Video Request. Sending or receiving a Vectorly Video Request forms part of the “Services” for the purpose of this Agreement. You may be directed to the Service, or interact with the Service, via a plugin to a third party messaging platform (such as Gmail, Slack etc), which may result in you sending video to a third-party. The Service supports a limited number of video codecs as inputs and outputs for transcoding (conversion). While we’re working hard on implementing additional video codecs, the Service is provided as is and limited to this current offering. The quality of the result may vary and is dependent on the source video. Anyone that uses the Service accepts that they do so at their own risk. The Service transcodes and records video in the browser on the personal user’s computer. That means that at no time will the video leave the user’s computer for the purpose of processing. We do not upload video to our, or any third party website. We do however obtain statistical, non-personal and non-sensitive information and reserve the right to upload and store these on our servers. More information on your privacy is set out in our separate Privacy Policy. It is your responsibility to ensure that your video does not infringe on the copyright of any third party. By using our service you agree that you have the right to transcode (convert) the video in your possession. You must not use our services to convert any videos with illegal content. Illegal content is any content that violates the laws at the location you are using our services from. If we become aware of any usage of our services for illegal video content we will collaborate with local law enforcement agencies to ensure any necessary legal steps are taken accordingly. We reserve the right to discontinue the service for any user that violates this Agreement. Any usage of our provided service that is not outlined in this Agreement requires the express written consent of Vectorly Inc.

User Registration & Verification

Registration. A user that wishes to use any of the Vectorly products must register and until registration is confirmed by us, you are not granted a licence for the use of any of the Vectorly products. Verification. The user may be required to verify their identity by (without limitation) email, telephone, residential or business address, social media, referrals, references and/or formal photographic identification. You agree to provide us with all necessary verifications we require to provide you with access to the Service.

User Licences

Convert/Record/Edit/Compress User Licence. We grant a Convert/Record/Edit/Compress User a non-exclusive, non-transferable, revocable, worldwide licence to use the Service via https://Vectorly.com, provided that they hold a current User account and are not otherwise in breach of this Agreement. The User accepts and agrees that: Each user agrees to use the Free Service for private or educational purposes only and not for professional or commercial purposes. The User not using the Free Service is responsible for paying all Fees associated with the User account. Video Request User Licence. We grant a Video Request User a non-exclusive, non-transferable, revocable, worldwide licence to use the Service via a Link (i.e. unique internet address), provided that they hold a current User account and are not otherwise in breach of this Agreement. The User accepts and agrees that: Each user agrees to use the Free Service for private purposes only and not for professional or commercial purposes. The User not using the Free Service is responsible for paying all Fees associated with the User account. Third Party Messaging Platform Plugin User Licence. We grant a Third Party Messaging Platform Plugin User a non-exclusive, non-transferable, revocable, worldwide licence to use the Service via the third party messaging platform, provided that they hold a current User account and are not otherwise in breach of this Agreement. API User Licence. We grant a API User a non-exclusive, non-transferable, revocable, worldwide licence to use the Vectorly API (Vectorly Button) by deploying it on their own website or web application, provided that they hold a current User account and are not otherwise in breach of this Agreement. API User accepts and agrees that: The User is responsible for paying all Fees associated with a User account, in order to deploy the Service via their website or web application; The User is directly responsible to any user that uses the Service via the User’s website or web application; The User is responsible for ensuring that each user that uses the Service via the User’s website or web application accepts and complies with this Agreement; The User indemnifies us for any loss, damage, corruption of data, consequential loss, loss of profits, whether through negligence, tort or otherwise.

User Fees

Fees and Charges. Third Party Messaging Platform Plugin User Licences are provided free of charge. Vectorly Create User Licence, Convert/Record/Edit/Compress User Licences and Video Request User Licenses include a Free Service which may be limited by usage quotas as described on the Site and is for private purposes only and not for professional or commercial purposes. Otherwise each User will be required to pay us such fees as described on the Site or as otherwise agreed with us (Fee). You will be charged the relevant Fee for ​the product and plan you subscribe to – ​Vectorly Create, Vectorly Convert​/​Record​/​Compress, Vectorly Video Request, Vectorly API & WordPress plugin​ ​- ​as described on the Site. We may change any Fee at any time by giving you 30 days’ notice. These changes will become effective when you next make a payment through the Site.

Payments

All payments must be made through the Site using the Site’s designed payment systems. Services may be withheld by Vectorly until funds have cleared.

Currency

All transactions are processed in USA dollars by local and international payment providers. You accept that international payment processing fees may apply from your financial institution.

Refunds

No refunds are offered other than as required by law.

Cancellations

Under the monthly subscription plans you can cancel paid plans month-by-month and also move into lower plans from higher ones. No refunds will be provided for cancellation of annual subscription plans before the end of the plan term. During the trial period you can cancel your account at any time and cancellation will take effect at the end of your trial period.

Hyperlinks

This website may from time to time contain hyperlinks to other websites. Such links are provided for convenience only and we take no responsibility for the content and maintenance of or privacy compliance by any linked website. Any hyperlink on our Site to another website does not imply our endorsement, support, or sponsorship of the operator of that website nor of the information and/or products which they provide. You may link to our Site without our consent, but you may not make the Service available on your own website unless you are a User in compliance with this Agreement. Any such linking will be entirely your responsibility and at your expense. By linking, you must not alter any of our Site’s contents including any intellectual property notices and you must not frame or reformat any of our pages, files, images, text or other materials.

Intellectual Property Rights

The copyright to all content on this website including applets, graphics, images, layouts and text belongs to us or we have a licence to use those materials. All trademarks, brands and logos which are used on this website are either owned by us or by their respective owners. Your access to our Site or Service does not license you to use those marks in any commercial way without our prior written permission. Any comment, feedback, idea or suggestion (Comments) which you provide to us through this website becomes our property. If in future we use your Comments in promoting our Site or in any other way, we will not be liable for any similarities which may appear from such use. Furthermore, you agree that we are entitled to use your Comments for any commercial or non-commercial purpose without compensation to you or to any other person who has transmitted your Comments. If you provide us with Comments, you acknowledge that you are responsible for the content of such material including its legality, originality and copyright.

Disclaimers

Whilst we have taken all due care in providing the information on our Site, we do not provide any warranty either express or implied including without limitation warranties of title or implied warranties of merchantability or fitness for a particular purpose. To the extent permitted by law, any condition or warranty which would otherwise be implied into these terms and conditions is excluded. We take all due care in ensuring that our Site is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer system which arises in connection with your use of our Site or any linked website. From time to time we may host third party content on our Site such as advertisements and endorsements belonging to other traders. Responsibility for the content of such material rests with the owners of that material and we are not responsible for any errors or omissions in such material.

Limitation of Liability

To the full extent permitted by law, our liability for breach of an implied warranty or condition is limited to the supply of the services again or payment of the costs of having those services supplied again. We accept no liability for any loss whatsoever including consequential loss suffered by you, or any user of the Service via your website, arising from services we have supplied. We do not accept liability for anything contained in the post of a user or in any form of communication that originates with a user and not with us. We do not participate in any way in the transactions between our users.

Indemnity

By accessing our Site or Service, you agree to indemnify and hold us harmless from all claims, actions, damages, costs and expenses including legal fees arising from or in connection with your use of our Site or Service.

Force Majeure

If a Force Majeure event causing delay continues for more than 5 days, we may terminate this Agreement by giving at least 1 day Notice to you. “Force Majeure” means any act, circumstance or omission over which we could not reasonably have exercised control.

Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of New York. If any provision in these terms and conditions is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deleted from these terms and conditions and the remaining provisions will remain in full force and effect.

Privacy

We undertake to take all due care with any information which you may provide to us when accessing our Site. However we do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner. Our compliance with privacy legislation is set out in our separate Privacy Policy.

Privacy Policy
Dated 8th September 2018

Purpose of our Policy

Vectorly Inc. has adopted this Privacy Policy to ensure we have the standards in place to protect the personal information (“Personal Information”) that we collect about individuals that is necessary and incidental to: Providing the system and services that we offer; and The normal day-to-day operations of our business. Here we describe how we collect, use, and handle your personal information when you use our websites, software, and services (“Services”). For more information and details, please see our Frequently Asked Questions Page.

Who and What This Policy Applies To

Our Privacy Policy does not apply to information we collect about businesses or companies, however it does apply to information about the people in those businesses or companies which we store. Our Privacy Policy applies to all forms of information, physical and digital, whether collected or stored electronically or in hardcopy. If at any time, an individual provides Personal Information or other information about someone other than himself or herself, the individual warrants that they have that person’s consent to provide such information for the purpose specified. We do not knowingly collect personal data from children under the age of 16 without parental consent. If we learn that Personal Information has been collected on the service from persons under age without parental consent, we will take the appropriate steps to delete such information.

The information We Collect

Account information. We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, upgrade to a paid plan (like your name, email address, phone number, payment info, and physical address). Your content. Account holders upload content such as videos, documents and artwork for our services. This information may be accessed and viewed by others as determined by where you choose to display your content (e.g. your platform, YouTube, a content management system). Information an individual sends us. We may collect any personal correspondence that an individual sends us, or that is sent to us by others about the individual’s activities. Device information. We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services. Cookies and other technologies. We use technologies like cookies and pixel tags to provide, improve, protect, and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. You can set your browser to not accept cookies, but this may limit your ability to use the Services. Marketing. We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email. We sometimes contact people who do not have a Vectorly account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by Vectorly, you can unsubscribe and remove yourself from our contact list via the message itself. We may collect other Personal Information about an individual which will maintain in accordance with this Privacy Policy.

With Whom

We may share information as discussed below, but we won’t sell it to advertisers or other third parties. Others working for and with Vectorly. Vectorly uses certain trusted third parties (for example, providers of customer support and IT services) to help us provide, improve, protect, and promote our Services. These third parties will access your information only to perform tasks on our behalf in compliance with this Privacy Policy, and we’ll remain responsible for their handling of your information per our instructions. Certain features let you make additional information available to others. Other applications. You can also give third-party providers access to your information and account—for example, via Vectorly API. Just remember that their use of your information will be governed by their privacy policies and terms. Law & Order and the Public Interest. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to: (a) comply with any applicable law, regulation, legal process, or appropriate government request; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of Vectorly or our users; (d) protect Vectorly’s rights, property, safety, or interest.

How

Most information will be collected in association with an individual’s use of Vectorly service, an enquiry or generally dealing with us. We may also receive Personal Information from sources such as public records, mailing lists, contractors, staff, recruitment agencies and business partners. In particular, information is likely to be collected as follows: Subscriptions. When an individual subscribes for a service, account or other process they enter Personal information details in order to receive access to a service or a transaction. Supply. When an individual supplies us with goods or services. Contact. When an individual contacts us in any way. Pixel Tags. Pixel tags allow us to send email messages in a format customers can read and they tell us whether mail has been opened. As there are many circumstances in which we may collect information both electronically and physically, we will endeavour to ensure that an individual is always aware of when their Personal Information is being collected. Where we obtain Personal information without individual consent (accidental acquisition from a client) we will either destroy or delete the information, or inform the individual that we hold such information in accordance with Privacy Policy Principles and GDPR. Security. We have a team dedicated to keeping your information secure and testing for vulnerabilities. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users. Retention. When you sign up for an account with us, we’ll retain information you store on our Services for as long as your account is in existence or as long as we need it to provide you the Services. If you delete your account, we will initiate deletion of this information after 30 days. But please note: (1) there might be some latency in deleting this information from our servers and back-up storage; and (2) we may retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.

Where

Around the world. To provide you with the Services, we may store, process, and transmit information in the United States and locations around the world—including those outside your country. Information may also be stored locally on the devices you use to access the Services. How to Access, Update and/or Remove Information Dot Learn users can update their Personal Information at any time to ensure it is accurate and complete. It is an individual’s responsibility to provide us with accurate and truthful Personal Information. We cannot be liable for information that is provided to us and is incorrect. We may be required to delete or remove Personal Information upon request of the following circumstances: Individual withdraws consent, The processing of Personal Information was otherwise in breach of GDPR, The Personal Information has to be erased in order to comply with legal obligation, The Personal Information is in relation to a child

Complaints and Disputes

If we have a dispute regarding an individual’s Personal Information, we both agree to resolve the issue directly between us first. An individual has right to seek judicial remedy where he or she considers that his or her rights have been infringed as a result of processing his or her Personal Information. This agreement is governed by and construed in accordance with the laws of the State of New York.

Contacting Individuals

From time to time, we may send out individual important notices such as changes to terms, conditions and policies. Where such information is materially important to the individual’s interaction with us, they may not opt out of receiving these communications.

Contact

Your personal information is controlled by Vectorly, Inc. If you have questions or concerns about Vectorly, our Services, and privacy, please contact sam@dotlearn.io. If we can’t answer your question, you have the right to contact your local data protection supervisory authority.

Additions to this Policy

If we decide to change this Privacy Policy, we will post changes on our webpage. Please refer back to this Privacy Policy to review amendments.

DMCA policy
Dated 8th September 2018

Vectorly (“Vectorly”) respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Vectorly will respond expeditiously to claims of copyright infringement committed using the Vectorly service and/or the Vectorly website (the “Site”) if such claims are reported to Vectorly’s Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to Vectorly’s Designated Copyright Agent. Upon receipt of Notice as described below, Vectorly will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

DMCA Notice of Alleged Infringement (“Notice”)

1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to Vectorly’s Designated Copyright Agent:

sam@dotlearn.io

Vectorly Inc.
447 Broadway 2nd floor
New York, NY 10013

Acceptable use policy
Dated 8th September 2018

Please do not misuse Vectorly services ("Services") or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:

• probe, scan, or test the vulnerability of any system or network;
• breach or otherwise circumvent any security or authentication measures;
• interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
• access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
• send unsolicited communications, promotions or advertisements, or spam;
• send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
• promote or advertise products or services other than your own without appropriate authorization;
• abuse referrals or promotions to receive more compression services than deserved;
• sell the Services unless specifically authorized to do so;
• publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
• advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
• harass or abuse Vectorly personnel or representatives or agents performing services on behalf of Vectorly;
• violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
• violate the privacy or infringe the rights of others.

Business Agreement
Dated 8th September 2018

Vectorly Business Agreement

Dated 8th September 2018

This Vectorly Business Agreement (the "Agreement") is between Vectorly Inc. and the organization agreeing to these terms ("Customer").

This Agreement governs access to and use of the Services and Beta Services. By clicking "I agree," signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

To the extent that Vectorly, Inc. is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, by clicking "I agree", you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Vectorly, Inc. for the transfer of Personal Data to processors.

If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.

1.  Services.

• Provision. This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.
• Data Processing and Transfer.

1. Data Processing. This Agreement constitutes Customer’s instructions to Vectorly to Process Customer Data. Vectorly and its Sub-processors will only Process Customer Data to provide the Services and to fulfil Vectorly's obligations in this Agreement. Customer agrees that Vectorly and its Sub-processors may transfer, store, and Process Customer Data in locations other than Customer's country. Vectorly will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. The parties acknowledge that Customer Data may contain Personal Data, and a description of the Personal Data and further information about the Processing is set out in the Data Processing Agreement.
2. Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Vectorly on Customer's behalf: (i) Vectorly will use and process Customer Data as Customer instructs in order to provide the Services and to fulfill Vectorly's obligations under the Agreement; and (ii) Customer agrees to the Data Processing Agreement with Vectorly, Inc. for the transfer of Personal Data. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.

• Modifications. Vectorly may update the Services from time to time. If Vectorly changes the Services in a manner that materially reduces their functionality, Vectorly will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
• Software.

1. Generally. The Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open source license, Vectorly will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of this Agreement with respect to that component of the Software.
2. License. Vectorly hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 12), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.

2. Customer Obligations.

• Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify Vectorly of any unauthorized use of or access to the Services.
• Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; or (e) establish a Vectorly Business account as an individual for personal, family, or household purposes.
• Compliance. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer will not take any action that would cause Vectorly to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to Vectorly under EU Data Protection Laws are satisfied by the Security Measures and this Agreement. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow Vectorly to provide the Services. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of "Protected Health Information" under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless Customer and Vectorly separately enter into a HIPAA Business Associate Agreement, which may be done via the Admin Console.

3.  Payment.

• Fees. Customer will pay Vectorly or Customer's reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes Vectorly, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
• Payment. Customer will pay Vectorly invoices on the payment interval set forth in the Order Form. Vectorly may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Vectorly or to Customer's reseller.
• Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Vectorly, or Customer's reseller, will charge Taxes when required to do so. If Customer provides Vectorly or its reseller with a valid exemption certificate, Vectorly or the reseller will not collect the taxes covered by that certificate.
• Withholding Taxes. Customer will pay Vectorly or its reseller net of any applicable Withholding Taxes. Customer and Vectorly, or Customer's reseller as applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If Vectorly or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, Vectorly or Customer's reseller will provide Customer with reasonable documentary proof. Customer will provide Vectorly or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
• Auto-renewals and Trials. If the customer account is set to auto-renewal or is in a trial period and the customer has already provided a method of payment to Vectorly for the services, Vectorly (or the customer’s re-seller) may charge automatically at the end of the trial or for the renewal, unless the customer notifies Vectorly (or the customer’s re-seller as applicable) that the customer wants to cancel or disable auto-renewal. Dot Learn may revise Service rates by providing the Customer at least 30 days prior notice to the next charge.
• Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer's reseller or in a purchase order between the Customer and its reseller that conflict with the Agreement are null and void.

4.  Suspension.

• Of End User Accounts by Vectorly. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that Vectorly reasonably believes will cause it liability, then Vectorly may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Vectorly may do so.
• Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then Vectorly may automatically suspend use of the Services. Vectorly will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

5.  Intellectual Property Rights.

• Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) Vectorly any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or Vectorly trademarks and brand features.
• Limited Permission. Customer grants Vectorly only the limited rights that are reasonably necessary for Vectorly to provide the Services. This limited permission also extends to Subcontractors or Sub-processors.

6.  Term.

• Agreement Term. This Agreement will remain in effect for the Term.
• Services Term. Vectorly will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
• Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to Vectorly for recurring charges as provided in Section 3, Customer may elect to terminate the Agreement prior to the day a Renewal Term begins. 

7.  Termination.

• Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. Vectorly may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
• Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Vectorly to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Vectorly may charge Customer for such extended access based on Vectorly's then-current standard fees; and (c) Vectorly will delete any End User Accounts and Stored Data relating to Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so. Vectorly may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence. The following sections will survive expiration or termination of this Agreement: 2.6 (Third-Party Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous). Notwithstanding the foregoing, Section 2.6 (Third-Party Requests) shall not survive termination if Vectorly has exercised a right to terminate the Agreement.

8.  Indemnification.

• By Customer. Customer will indemnify, defend, and hold harmless Vectorly from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Vectorly and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of this Agreement.
• By Vectorly. Vectorly will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that Vectorly's technology used to provide the Services to the Customer infringes or mis-appropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Vectorly have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by Vectorly; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
• Possible Infringement. If Vectorly believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Vectorly may: (a) obtain the right for Customer, at Vectorly's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If Vectorly does not believe the options described in this section are commercially reasonable, then Vectorly may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
• General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense.
• The indemnities above are Vectorly and customer’s only remedy under this agreement for violation by the other party of a third party’s intellectual property rights.  

9.  Disclaimers.

• Generally. The Services and Software are provided “as is”. To the fullest extent permitted by law, except as expressly stated in this agreement, neither customer nor Vectorly and its affiliates, suppliers and distributors make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or non-infringement. Customer is responsible for using the services or software in accordance with the terms set forth herein and backing up any stored data on the services.
• Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) Vectorly will have no liability arising out off or in connection with beta services - use at your own risk.

10.  Limitation of Liability.

• Limitation on Indirect Liability. To the fullest extent permitted by law, except for Vectorly or Customer’s indemnification obligations, neither customer nor Vectorly and its affiliates, suppliers and distributors will be liable under this agreement for (I) indirect, special, incidental, consequential, exemplary, or punitive damages or (II) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.  
• Limitation on Amount of Liability. To the fullest extent permitted by law, Vectorly’s aggregate liability under this agreement will not exceed the lesser of $10,000 or the amount paid by customer to Vectorly hereunder during the 12 months prior to the event giving rise to liability.

11.  Disputes.

• Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 12. If a dispute is not resolved within thirty days of notice, Customer or Vectorly may bring a formal proceeding.
• Arbitration. Customer and Vectorly agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.
• Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of New York, New York solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Vectorly consent to venue and personal jurisdiction there.
• NO CLASS ACTIONS. Customer may only resolve disputes with Vectorly on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

12.  Miscellaneous.

• Terms Modification. Vectorly may revise this Agreement from time to time and the most current version will always be posted on the Vectorly Business website. If a revision, in Vectorly's sole discretion, is material, Vectorly will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Vectorly's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
• Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, the Data Processing Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
• Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of Vectorly, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
• Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
• Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
• Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Vectorly must be sent to Vectorly Legal at sam@dotlearn.io.
• Waiver. A waiver of any default is not a waiver of any subsequent default.
• Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Vectorly. Vectorly may not assign this Agreement without providing notice to Customer, except Vectorly may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
• No Agency. Vectorly and Customer are not legal partners or agents, but are independent contractors.
• Subcontracting. Vectorly will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any sub-contracted obligations.
• Force Majeure. Except for payment obligations, neither Vectorly nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
• No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

13.  Definitions.

• "Acceptable Use Policy" means the Vectorly acceptable use policy set forth at their website.
• "Account Data" means the account and contact information submitted to the Services by Customer or End Users.
• "Administrator" means the Customer-designated technical End User who administers the Services to End Users on Customer's behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
• "Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.
• "Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
• "Claim" means a claim by a third party, including a regulatory penalty.
• "Customer Data" means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to the Services by Customer or End Users.
• "Customer Domains" means Customer's Internet domain names.
• "Effective Date" means the date this Agreement is accepted by Customer.
• "End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.
• "End User Account" means a Vectorly hosted account established by Customer through the Services for an End User.
• "EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing EU Data Protection Directive (95/46/EC), and the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
• "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR<") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
• "Fees" means the amounts invoiced to Customer by Vectorly for the Services as described on the Order Form.
• "Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
• "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
• "Order Form" means the ordering document, or ordering page, for the Services.
• "Personal Data, "Process," and "Processing"" have the meaning given to those terms in the EU Data Protection Laws.
• "Provisioning Date" is the date upon which Vectorly makes the Services available to Customer.
• "Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
• "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
• "Services" means the services ordered by Customer and provided by Vectorly to Customer, which are described at our http://dotlearn.io website, or other link that Vectorly may provide.
• "Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.
• "Software" means the client software provided as part of the Services.
• "Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.
• "Subcontractor" means an entity to whom Vectorly subcontracts any of its obligations under this Agreement.
• "Sub-processor" means an entity who agrees to Process Customer Data on Vectorly's behalf, or on behalf of another Vectorly sub-processor, in order to provide the Services.
• "Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Vectorly's net income, associated with the Services or Software, including any related penalties or interest.
• "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
• "Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, requests from individuals, including End Users, to exercise their rights under EU Data Protection Laws, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.
• "Withholding Taxes" mean any income taxes that are imposed on Vectorly or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to Vectorly or Customer’s reseller.