Terms of Service - Vectura

Terms of Service

Last Updated

Nov 3, 2025

PLEASE READ THESE ENTERPRISE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY BLUEFISH LABS, INC. (“COMPANY”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH COMPANY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS.

  1. Free Services. If you are accessing the Service on a free, pilot, unpaid, trial, beta, demonstration, pre-release, evaluation, testing or similar basis (collectively, “Free Services”), then unless otherwise indicated on an applicable Order Form, certain of Company’s obligations under this Agreement will not apply, as further described below.

  2. Order Forms; Access to the Service. Upon mutual execution or as otherwise mutually agreed to, each Order Form shall be incorporated into and form a part of the Agreement. Company grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to access and use the Company product(s) and/or service(s) during the applicable Order Form Term or Free Services Term for internal business purposes.

  3. Service Updates; Beta Products. Company may provide upgrades, patches, enhancements, or fixes for the Services without additional charge, and such Updates will become part of the Services and subject to this Agreement; provided that Company shall have no obligation under this Agreement or otherwise to provide any such Updates.

  4. Ownership; Feedback. Company and its licensors retain all rights to the Services and any related intellectual property. Customer may provide suggestions or feedback to Company regarding the Service. Customer assigns to Company all rights in any Feedback provided.

  5. Fees; Payment. Customer shall pay Company fees for the Service as set forth in each applicable Order Form. All Fees shall be invoiced annually in advance and are payable in U.S. dollars within thirty (30) days from date of invoice. All Fees paid are non-refundable and are not subject to set-off.

  6. Restrictions. Customer shall not: (i) reverse engineer, decompile, or disassemble the Service; (ii) modify or create derivative works based on the Service; (iii) use the Service for the benefit of a third party; (iv) interfere with the proper working of the Service or bypass any access restrictions.

  7. Customer Data. “Customer Data” means any data, information or other material provided by Customer to the Service. Customer retains ownership of Customer Data and is responsible for its legality and integrity. Company is not responsible for unauthorized access to Customer Data unless it results from gross negligence.

  8. Confidentiality. Confidential Information includes all proprietary financial, business, and technical information disclosed by either party. The Receiving Party must protect the Disclosing Party’s Confidential Information and may not disclose it without consent.

  9. Third Party Services. Customer acknowledges that the Service may operate with Third Party Services. Company is not responsible for the operation of any Third Party Services or Customer’s access to them.

  10. Term; Termination. This Agreement shall commence upon the date of the first Order Form. It shall last until the expiration of all Order Form Terms. Either party may terminate the Agreement for material breach. In the case of Free Services, either party may terminate upon written notice.

  11. Indemnification. Customer shall defend, indemnify, and hold harmless Company from liabilities or claims arising from Customer’s breach of these Terms or any claim related to Customer Data.

  12. Disclaimer. The Service is provided “AS IS” and “AS AVAILABLE” without warranty of any kind, expressed or implied.

  13. Limitation of Liability. In no event shall either party be liable for special, indirect, incidental, punitive, or consequential damages, or for direct damages in excess of the fees paid by Customer in the twelve (12) months prior to the claim.

  14. Miscellaneous. This Agreement represents the entire agreement between Customer and Company and is governed by the laws of the State of New York. All notices must be in writing, and no modification shall be effective unless agreed in writing by both parties.