Terms of Service

Last updated: September 2, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and CtrlF+ Research Ltd., doing business as Vecta ("Vecta," "we," "us," or "our"). By accessing or using the Vecta platform, associated websites, or any services we provide (collectively, the "Service"), you agree to be bound by these Terms and all policies referenced herein. If you do not agree, you may not access or use the Service.

2. The Service

Vecta is a retrieval-augmented generation (RAG) evaluation platform that allows subscribers to generate synthetic benchmarks, measure retrieval performance, and analyze results across multiple semantic granularities. The Service is provided on a subscription basis and may include access to our API, software development kits, web interface, documentation, and related materials.

3. Accounts and Eligibility

To use the Service, you must create an account and provide accurate registration information. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You represent that you are at least 18 years of age and have the legal authority to enter into these Terms. We reserve the right to suspend or terminate accounts that are inactive, violate these Terms, or pose a security risk to the Service.

4. Subscriptions and Payment

Access to certain features of the Service requires a paid subscription. Fees are billed in advance on a recurring basis and are non-refundable except as expressly stated in our Refund Policy. You authorize Vecta to charge your payment method for all applicable fees. We may modify our pricing upon reasonable notice and any changes will take effect in the subsequent billing cycle.

5. User Responsibilities

You agree to use the Service only for lawful purposes and in accordance with all applicable laws and regulations. You may not reverse engineer, decompile, or attempt to derive the source code of the Service. You may not use the Service to develop or train systems that compete with Vecta, nor may you upload malicious code or otherwise interfere with the operation of the Service. You are responsible for the accuracy and legality of the data you submit.

6. Evaluation Data

You retain ownership of all data and documents you upload to the Service ("Customer Data"). By submitting Customer Data, you grant us a limited, worldwide, non-exclusive license to store, process, and analyze the data solely to provide and improve the Service. We do not use Customer Data to train our models or for any purpose unrelated to delivering the Service without your explicit permission.

7. Intellectual Property

Vecta and all related trademarks, logos, software, and content are the exclusive property of CtrlF+ Research Ltd. or its licensors. Except for the limited rights expressly granted in these Terms, no license or other rights are conveyed. You may not remove proprietary notices, copy, modify, or distribute any part of the Service without our prior written consent.

8. Confidentiality

Any non-public information disclosed by either party ("Confidential Information") shall be protected with the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes public through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's information.

9. Warranties and Disclaimers

The Service is provided on an "as is" and "as available" basis. Vecta disclaims all warranties, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, or error-free, or that it will meet your requirements.

10. Limitation of Liability

To the maximum extent permitted by law, in no event shall Vecta, its affiliates, directors, employees, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or goodwill, arising out of or in connection with your use of the Service. Our total liability for any claim under these Terms shall not exceed the amount you paid to Vecta in the twelve (12) months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vecta and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, or your infringement of any third-party rights.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, upon notice to you. Upon termination, your right to use the Service will immediately cease, and you must cease all use of the Service. Sections of these Terms that by their nature should survive termination shall do so, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any disputes arising out of these Terms shall be resolved exclusively in the courts located in Toronto, Ontario, and each party irrevocably submits to the jurisdiction of such courts.

14. Changes to Terms

We may modify these Terms at any time by posting the updated version on our website. Material changes will be notified via email or through the Service. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.

15. Contact Information

If you have any questions about these Terms, please contact us at emmett@ctrlfplus.com or by mail at CtrlF+ Research Ltd., Toronto, Ontario, Canada.