Terms of service.

01

Preamble and Scope

These Terms of Service ("Terms") govern the use of the VectoRise website and the provision of services by VectoRise LLC, a Virginia limited liability company ("VectoRise," "we," "us," or "our").

VectoRise provides technology and software solutions to businesses and organisations, including software development, web and application development, artificial intelligence and automation solutions, systems integration, technical consulting, product development, infrastructure work, maintenance, and related services.

VectoRise operates as a business-to-business service provider. These Terms are intended for commercial customers and organisations rather than consumers.

02

1. Application of These Terms

These Terms establish the general terms governing VectoRise's relationship with clients.

Individual projects may be governed by a proposal, quotation, statement of work, order form, master services agreement, project agreement, or other written agreement between VectoRise and the client ("Project Agreement").

The applicable Project Agreement will establish the specific scope, deliverables, fees, milestones, timelines, responsibilities, and other commercial terms for that engagement.

Where a Project Agreement conflicts with these Terms, the Project Agreement will control for the specific matter addressed by that agreement.

03

2. Acceptance

By engaging VectoRise, entering into a Project Agreement, approving a proposal, authorising work to begin, or otherwise accepting services, the client agrees to be bound by these Terms and the applicable Project Agreement.

A person agreeing on behalf of a company or organisation represents that they have authority to bind that entity.

04

3. Services

VectoRise will provide the services described in the applicable Project Agreement. Services may include: software development, website development, web and mobile application development, AI and automation solutions, systems and API integration, technical consulting, cloud and infrastructure work, product development, maintenance and support, and other technology services agreed with the client.

VectoRise does not guarantee that a project will achieve a particular commercial, financial, operational, marketing, traffic, revenue, investment, or business outcome unless such guarantee is expressly stated in a written Project Agreement.

05

4. Proposals and Estimates

Proposals, quotations, estimates, and project plans may be based on information available to VectoRise at the time they are prepared.

Unless expressly stated otherwise, estimates of time, cost, or completion dates are estimates rather than guarantees.

Changes in requirements, dependencies, approvals, third-party services, client delays, technical discoveries, or other circumstances may require adjustments to scope, price, or timeline.

06

5. Client Responsibilities

The client agrees to provide information, materials, access, decisions, approvals, feedback, personnel, and other cooperation reasonably required for VectoRise to perform the services.

The client is responsible for: ensuring information supplied to VectoRise is accurate; providing timely feedback and approvals; maintaining ownership or appropriate rights in client-provided materials; providing lawful access to systems and data; maintaining backups of information under the client's control; maintaining appropriate security controls over client accounts and infrastructure; and obtaining any permissions or consents necessary for VectoRise to perform the agreed work.

VectoRise is not responsible for delays or failures caused by the client's failure to satisfy these responsibilities.

07

6. Client Systems and Data

The client may choose to grant VectoRise access to systems, accounts, databases, repositories, infrastructure, software, APIs, or other resources. The extent of access will depend on the project.

The client authorises VectoRise to access and use such systems and information to the extent reasonably necessary to perform the agreed services.

VectoRise will not intentionally access systems or information outside the scope of the authorised services.

The client remains responsible for ensuring that it has the legal right to provide access to the relevant systems and information.

08

7. Fees and Payment

Fees and payment schedules will be agreed between VectoRise and the client as part of the applicable project undertaking. Payment arrangements may include deposits, milestone payments, recurring payments, hourly billing, fixed project fees, or other arrangements agreed in writing.

Unless otherwise agreed in writing, VectoRise is entitled to payment for services performed and approved expenses incurred up to the date of termination or suspension.

Where a project is structured around milestones, completion of a milestone may entitle VectoRise to the corresponding milestone payment regardless of whether the client subsequently decides not to continue with later phases.

09

8. Scope Changes

The agreed scope of a project is limited to the deliverables and services identified in the applicable Project Agreement.

Requests that materially change the scope may require: additional fees, additional development time, revised deadlines, additional resources, or a separate statement of work or change order.

VectoRise is not required to perform material out-of-scope work without an agreement regarding the associated cost and requirements.

10

9. Cancellation and Refunds

Cancellation rights and refund arrangements may differ depending on the nature of the project, work completed, contractual structure, and payment schedule.

Unless the applicable Project Agreement states otherwise: fees for completed work are non-refundable; completed milestones are non-refundable; fees paid for work already performed remain payable; amounts relating to approved third-party costs or commitments may be non-refundable; and work already delivered or substantially completed is not subject to refund merely because the client subsequently changes its requirements or business decision.

Where a project is cancelled before completion, VectoRise may invoice for work completed, approved expenses, committed third-party costs, and other amounts properly due under the Project Agreement.

11

10. Deliverables and Acceptance

The applicable Project Agreement may specify acceptance criteria, review periods, testing procedures, or milestone requirements. Where no specific acceptance procedure is agreed, the client is responsible for reviewing deliverables within a reasonable period.

A deliverable will be considered accepted when the client: expressly approves it; uses it in production; makes it available to end users; or fails to identify a material non-conformity within a reasonable review period.

Minor defects, cosmetic issues, or changes outside the agreed scope do not constitute a failure to deliver.

12

11. Warranty and Post-Handover Support

Any warranty, defect correction period, maintenance period, support arrangement, or post-handover support will be specified in the applicable Project Agreement or handover documentation.

Unless expressly agreed otherwise, VectoRise does not provide an unlimited or indefinite warranty or support obligation. Support periods are limited to the period and scope expressly agreed between the parties.

Issues arising from third-party services, modifications made by persons other than VectoRise, misuse, changes to requirements, infrastructure outside VectoRise's control, or unsupported environments may fall outside the agreed support or warranty scope.

13

12. Intellectual Property

12.1 Client Materials: The client retains ownership of intellectual property and materials that it provides to VectoRise. The client grants VectoRise a limited right to use those materials as reasonably necessary to perform the services.

12.2 VectoRise Materials: VectoRise retains ownership of its pre-existing and independently developed intellectual property, including frameworks, libraries, reusable code, development tools, templates, methods, processes, architecture patterns, technical know-how, general skills, internal tools, generic components, and improvements to underlying technology. Nothing in a Project Agreement transfers ownership of VectoRise's pre-existing IP unless expressly stated in writing.

12.3 Project Deliverables: Unless otherwise agreed in writing, upon full payment of all amounts due for the applicable project, VectoRise grants or transfers to the client the agreed rights in the custom project-specific deliverables created specifically for that client, subject to full payment, VectoRise's retained pre-existing IP, third-party IP, open-source licence requirements, and Project Agreement restrictions.

14

13. Third-Party Software and Services

Projects may rely on third-party services, APIs, libraries, hosting platforms, AI technologies, cloud services, software licences, or other external dependencies.

VectoRise does not control those third parties and is not responsible for their availability, pricing, changes, security, terms, policies, deprecation, suspension, discontinuation, or performance.

Where a third-party service is necessary for a client's project, the client is responsible for any applicable third-party fees unless otherwise agreed.

15

14. Artificial Intelligence

VectoRise may use artificial intelligence and machine-learning technologies in developing solutions.

AI systems may produce inaccurate, incomplete, inconsistent, or unexpected results. Clients are responsible for reviewing and validating outputs before relying upon them, particularly where outputs affect legal, financial, medical, safety, employment, regulatory, or other consequential matters.

VectoRise does not guarantee that AI-generated outputs are correct, complete, unique, free from errors, suitable for a particular purpose, or free from similarity to outputs generated for other users.

VectoRise does not use client data or project data to train general-purpose AI models.

16

15. Confidentiality

Each party may receive confidential information belonging to the other during an engagement. Each party will use reasonable care to protect confidential information and will not intentionally disclose it except as permitted by the applicable agreement or required by law.

Confidential information does not include information that: is publicly available without breach of confidentiality; was lawfully known before disclosure; is independently developed without use of the confidential information; or is lawfully received from another source without a confidentiality obligation.

A separate confidentiality or non-disclosure agreement may impose additional obligations.

17

16. Client Data and Data Protection

Where VectoRise processes personal information on behalf of a client, the parties will comply with applicable data protection requirements that apply to the relevant engagement. Where required, the parties may enter into separate data processing terms.

The client remains responsible for determining what data it provides or makes accessible to VectoRise and for ensuring that it has an appropriate legal basis, authority, consent, or other right to provide such data.

18

17. Security

VectoRise uses reasonable measures intended to protect systems and information within its control. No security measure can guarantee complete protection against every threat.

The client acknowledges that security also depends upon client-controlled infrastructure, credentials, access controls, third-party services, software dependencies, employee practices, and other factors outside VectoRise's sole control.

19

18. Portfolio and Case Studies

Unless otherwise agreed in writing, the client permits VectoRise to identify the client and describe the nature of completed work in VectoRise's portfolio, website, proposals, presentations, case studies, social media, or other marketing materials.

VectoRise may use publicly available client logos, names, publicly released project information, and project results for this purpose. VectoRise will not intentionally disclose confidential information through such materials.

If a Project Agreement expressly requires confidentiality regarding the client's identity or project, that agreement will control.

20

19. Client Feedback and Materials

The client grants VectoRise permission to use non-confidential feedback, suggestions, or recommendations provided about VectoRise's services for purposes of improving the business and its services.

The client represents that materials supplied to VectoRise do not knowingly infringe third-party rights.

21

20. Suspension

VectoRise may suspend work where: payments are materially overdue; required client information or access is unavailable; continuing the work would create a material security risk; the client requests unlawful activity; the client materially breaches the applicable agreement; a third-party dependency necessary for the work becomes unavailable; or continuing the engagement becomes commercially or technically impracticable.

Suspension does not automatically waive amounts already due.

22

21. Termination

Termination rights may be specified in the applicable Project Agreement.

Where a project is terminated, the client remains responsible for payment for: work completed, completed milestones, approved expenses, non-cancellable third-party costs, and other amounts properly incurred under the applicable agreement.

Upon termination, VectoRise may cease further work and may withhold unfinished deliverables until outstanding amounts are paid, to the extent permitted by law and the applicable agreement.

23

22. No Guarantee of Business Results

VectoRise provides technology and software services. Unless expressly guaranteed in writing, VectoRise does not guarantee: revenue, profit, sales, customer acquisition, search rankings, traffic, investment returns, operational savings, conversion rates, market acceptance, business growth, or specific commercial outcomes.

The client's business decisions and use of delivered technology remain the client's responsibility.

24

23. Disclaimer of Warranties

To the maximum extent permitted by applicable law, services and deliverables are provided according to the applicable Project Agreement and otherwise on an "as is" and "as available" basis.

VectoRise does not provide warranties beyond those expressly stated in writing. To the maximum extent permitted by law, VectoRise disclaims implied warranties including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Nothing in these Terms excludes a warranty or protection that cannot lawfully be excluded.

25

24. Limitation of Liability

To the maximum extent permitted by law, VectoRise will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including lost profits, lost revenue, lost business, lost opportunities, loss of anticipated savings, loss of goodwill, business interruption, loss of use, loss from third-party services, or consequential loss of data).

To the maximum extent permitted by applicable law, VectoRise's total aggregate liability arising out of or relating to a specific project, engagement, or Project Agreement will not exceed the total fees actually paid to VectoRise for that specific project or engagement.

The limitation applies regardless of the form of the claim, including contract, negligence, tort, statute, or otherwise. Nothing in these Terms limits liability to the extent that applicable law prohibits such limitation.

26

25. Client Indemnification

To the maximum extent permitted by law, the client agrees to defend, indemnify, and hold harmless VectoRise, its members, managers, officers, employees, contractors, and agents from claims, losses, damages, liabilities, costs, and reasonable legal expenses arising from: client materials supplied; client's unlawful use of a deliverable; client's breach of these Terms or a Project Agreement; client's violation of third-party rights; client's failure to obtain required permissions or consents; or client-controlled systems, data, or instructions.

This provision does not require indemnification to the extent a claim is caused by VectoRise's final adjudicated gross negligence or wilful misconduct.

27

26. Independent Contractor

VectoRise is an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, fiduciary relationship, agency relationship, or franchise relationship between VectoRise and the client.

28

27. Non-Solicitation

During an active engagement and for twelve months after its completion, the client will not knowingly solicit for direct employment any VectoRise employee or contractor who materially worked on the client's project, unless VectoRise provides written consent.

This restriction does not apply to general recruitment advertisements or individuals who independently approach the client without targeted solicitation.

29

28. Force Majeure

VectoRise will not be liable for delays or failures caused by circumstances reasonably beyond its control, including: natural disasters, war, civil unrest, government action, major internet or infrastructure failures, widespread cybersecurity incidents, major cloud-service failures, power outages, telecommunications failures, labour disruptions, or other extraordinary events outside reasonable control.

30

29. Governing Law

These Terms and any dispute arising from the relationship between VectoRise and a client will be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles, except where applicable law requires otherwise.

31

30. Dispute Resolution and Forum

Before commencing formal proceedings, the parties will first attempt in good faith to resolve a dispute through direct discussion between authorised representatives.

If the dispute cannot be resolved, any legal action arising from or relating to these Terms or a Project Agreement will be brought exclusively in the state or federal courts located in Fairfax County, Virginia, to the extent permitted by law.

The client consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum. Nothing in this section prevents seeking temporary or equitable relief where necessary to protect confidential information, IP, or security.

32

31. Time Limit for Claims

To the maximum extent permitted by applicable law, any claim arising out of or relating to the services, a Project Agreement, or these Terms must be brought within one year after the event giving rise to the claim.

33

32. Assignment

The client may not assign or transfer its rights or obligations without VectoRise's prior written consent, except in connection with a merger, acquisition, or sale of substantially all relevant assets.

VectoRise may assign these Terms or a Project Agreement to an affiliate, successor, or purchaser of substantially all of the relevant business or assets.

34

33. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect.

35

34. Waiver

A failure by VectoRise to enforce any provision does not constitute a waiver of its right to enforce that provision later.

36

35. Entire Agreement

The applicable Project Agreement, together with these Terms and any expressly incorporated documents, constitutes the entire agreement between VectoRise and the client regarding the relevant services. A Project Agreement may modify or replace these Terms for the specific engagement.

37

36. Amendments

VectoRise may update these website Terms from time to time. An updated version will be published on this website with a revised "Last Updated" date. Changes to these website Terms will not modify an already-signed Project Agreement unless that Project Agreement expressly permits such modification.

38

37. Contact

VectoRise LLC — Website: vectorise.dev. For contractual or legal communications, please use the contact information provided through the VectoRise website.