Terms of Service

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A BINDING ARBITRATION AGREEMENT, A WAIVER OF CLASS ACTIONS AND JURY TRIALS (SECTION 20), A LIMITATION OF BIPATH'S LIABILITY (SECTION 18), AND A NO-REFUND POLICY (SECTION 10). THE SERVICE IS FOR BUSINESS USE ONLY.

1. About These Terms

1.1 Agreement. These Terms of Service (the "Terms") are a binding contract between Bipath, LLC, a Delaware limited liability company whose principal place of business is 22 Walnut Park, Newton, Massachusetts 02458, USA ("Bipath", "we", "us" or "our"), and the business or other organization that registers for or uses the Service (the "Customer" or "you"). The Terms govern Vector Data Loader, available at vectordataloader.app, and all related websites, applications, APIs, documentation and services (together, the "Service").

1.2 How you accept. The Customer accepts these Terms when its authorized representative checks an acceptance box or activates another control that expressly identifies these Terms and indicates agreement. The Terms must be available to review before acceptance. Bipath records each acceptance, including the version accepted, time, accepting individual and Organization, and technical information such as IP address and browser user agent. That record is evidence of agreement. Creating an Organization or purchasing Credits binds the Customer only where the applicable flow presents and obtains that acceptance. Subsequent use is governed by the accepted Agreement and Section 22.

1.3 Authority. The individual who accepts these Terms represents and warrants that they: (a) are at least 18 years old and have legal capacity to enter into contracts; (b) have authority to bind the Customer to these Terms; and (c) accept on behalf of a business, not as a consumer. If that individual does not have authority to bind the Customer, they are personally bound by, and liable under, these Terms.

1.4 Incorporated documents. These Terms incorporate the Acceptable Use Policy, the Data Processing Addendum when applicable, the Supported Countries list and the Pricing page made available with these Terms, subject to the change procedures in Sections 10 and 22. Together they form the Agreement. The Privacy Policy and Cookie Policy explain our personal-information practices; they do not expand contractual warranties or remedies, and nothing in the Agreement limits rights or obligations under applicable privacy law. Section 23 governs conflicts.

1.5 If you do not agree, you may not access or use the Service.

2. Definitions

• "Account" means an individual user login to the Service.
• "AI Output" means any text, answer, summary, context, classification, extracted image description or other content generated by or through the Service using a machine-learning or large-language model, including RAG chat and search responses.
• "Credits" means the units of account used to pay for the Service, including Startup Credits, Purchased Credits and LTD Credits.
• "Customer Content" means data, documents, files, text, images and other materials that you or your Users submit to the Service, or that the Service retrieves from Sources on your instruction.
• "Derived Data" means anything the Service produces from Customer Content, including extracted or parsed text, tables, OCR results, images, chunks, contextual summaries, embeddings, metadata and sync results.
• "Documentation" means Bipath's then-current user guides and help content, including docs.vectordataloader.app.
• "Organization" means the workspace in the Service through which the Customer's Accounts, Sources, projects, settings and Credits are managed.
• "Owner" means a User with the owner role in an Organization.
• "Source" means any third-party system, website, storage bucket, repository or application from which the Service retrieves Customer Content on your instruction, including Confluence, Jira, Google Drive, GitHub, Dropbox, Notion, Amazon S3, Google Cloud Storage, Azure Blob Storage, and public or private websites.
• "Third-Party Provider" means any provider of a service that you connect to or configure in the Service, including embedding and LLM providers (such as OpenAI, Anthropic, Cohere, Google or self-hosted models), vector stores and databases (such as Supabase, Postgres, Pinecone, Qdrant, Milvus or Cloudflare Vectorize), and Sources.
• "Usage Data" means data about the operation and use of the Service, including logs, telemetry, metadata, performance data, configuration data and billing records, but excluding the content of Customer Content.
• "User" means any individual who accesses the Service under the Customer's Organization, including employees, contractors, agents and the Customer's own clients.

3. Eligibility, Business Use and Supported Countries

3.1 Business use only. The Service is offered only to businesses and professionals, for use in their trade, business, craft or profession. It is not offered to consumers, and no one may use it for personal, family or household purposes. By accepting these Terms you represent that you act for business purposes. If Bipath reasonably believes the Service is being used by or for a consumer, it may suspend or terminate the Organization under Section 16.

3.2 Supported Countries. The Service is offered only to Customers established in, and Users located in, the countries listed at vectordataloader.app/legal/supported-countries (the "Supported Countries"). Bipath may add or remove countries at any time. Accessing or using the Service from anywhere else is unauthorized and a breach of these Terms.

3.3 Sanctions and export control. You represent and warrant that neither you nor any User is a person with whom providing the Service is prohibited under applicable sanctions or export-control laws, including through applicable ownership or control restrictions, and that you will not use, export, re-export or transfer the Service, Derived Data or AI Output in violation of those laws. You must provide information reasonably requested for compliance screening. Bipath may restrict, suspend or terminate access where reasonably necessary to comply with applicable law. Refunds or transfers prohibited by law will not be made unless and until legally permitted and, where necessary, authorized. The Supported Countries list is a separate commercial availability restriction and may exclude countries even where sanctions do not prohibit service.

3.4 Local law. You are solely responsible for complying with the laws of every jurisdiction where you or your Users access the Service or where Customer Content originates, including laws on data protection, data localization, telecommunications, taxation and the use of AI.

4. Organizations, Accounts and Users

4.1 Customer and Organization. The Customer is the business, organization or sole proprietor identified during acceptance; an Organization is its workspace and is not a separate legal person merely because it is created in the Service. The Customer authorizes its Owners to administer its Organizations and accept the Agreement on its behalf. Invited Users need not separately accept these Terms, but the Customer must ensure their compliance. An Owner role alone does not establish legal authority to bind an unrelated business.

4.2 Responsibility for Users and credentials. You are responsible and liable for all activity in or through your Organization, Accounts, API keys, tokens and integrations, whether or not you authorized it. Whether to share logins is your decision, but any activity using your credentials is treated as yours. You must give accurate registration information, keep it current, and notify abuse@vectordataloader.app promptly of any unauthorized access you become aware of.

4.3 Agencies and clients. You may use the Service to provide services to your clients, including reselling or white-labelling services built on it. You remain responsible for their use, Customer Content and rights in it. You must obtain binding terms from them sufficient to permit your compliance with this Agreement, including the applicable use restrictions and data-processing authorizations. They receive no direct contractual rights against Bipath under this Agreement, but this does not eliminate rights that cannot lawfully be excluded. You may not make promises on Bipath's behalf or grant access rights broader than those granted to you. Section 5.1 permits this use without transferring or sublicensing Bipath's software.

4.4 One Organization per entity for free benefits. Startup Credits, trials and other free benefits are limited to one per business entity. See Section 9.3 and the Acceptable Use Policy.

5. The Service

5.1 Access. Subject to the Agreement and timely payment, Bipath grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Service for its business purposes.

5.2 Changes to the Service. Bipath may add, change, suspend or remove any feature, connector, integration, supported provider, limit or part of the Service at any time, with or without notice, and without liability.

5.3 Beta features. Features labelled beta, preview, early access, experimental or similar are provided for evaluation, may be unreliable, may be withdrawn at any time, and carry no commitment of any kind. Section 17 applies to them in full.

5.4 Maintenance. Bipath may perform maintenance at any time, with or without notice, and the Service may be unavailable while it does.

5.5 Support. Bipath provides support on a best-effort basis by email. It does not guarantee any response or resolution time.

5.6 No service levels. Bipath makes no commitment on uptime, availability, performance, throughput or sync timing. Service-level commitments exist only if set out in a signed Enterprise Agreement under Section 23.

6. Third-Party Providers and Sources

6.1 Your providers, your agreements. The Service lets you connect Sources and configure Third-Party Providers, typically using your own credentials and API keys. Your use of each Third-Party Provider is governed solely by your agreement with that provider. Bipath is not a party to those agreements and is not responsible for them.

6.2 Your costs. You alone are responsible for all fees, charges and usage costs a Third-Party Provider bills you, including charges caused by syncs, re-syncs, re-checks, retries, re-embedding, configuration changes, errors or defects in the Service. Bipath does not reimburse provider charges under any circumstances.

6.3 No responsibility for providers. Bipath does not control and is not responsible for any Third-Party Provider's availability, accuracy, security, data handling, retention, pricing, terms, API changes, rate limits, deprecations or outages. If a Third-Party Provider changes or withdraws its service or API, Bipath may stop supporting it without liability.

6.4 Data you send to providers. Configuring a Third-Party Provider instructs Bipath to transmit and process Customer Content and Derived Data through that integration as configured. You are responsible for your provider agreement, permissions and lawful instructions. A provider engaged directly by you independently of Bipath generally acts under your agreement with it. Its actual data-protection role, and any required subprocessor authorization or transfer safeguards, depend on the processing arrangement and applicable law and are addressed in the Data Processing Addendum where applicable. Supplying your own API key does not by itself determine that role.

6.5 Your vector store. Derived Data is synced to the vector store you configure. Service operations may create, update, replace or delete data there on your instructions, including through configured sync and document-deletion operations. You remain responsible for that store, its permissions, independent backups and verifying the results of those operations. Closing an Organization does not itself guarantee deletion of every external copy. You must arrange any remaining deletion directly with your provider, subject to the Data Processing Addendum and applicable law.

7. Customer Content and Customer Responsibilities

7.1 Ownership. As between the parties, you own Customer Content and Derived Data. Bipath claims no ownership of them.

7.2 Licence to Bipath. You grant Bipath and its subprocessors a worldwide, non-exclusive, royalty-free licence to host, copy, retrieve, transmit, parse, process, chunk, embed, transform, cache, display and otherwise use Customer Content and Derived Data, only as needed to provide, maintain, secure and support the Service, to prevent abuse, to comply with law, and to enforce the Agreement.

7.3 No AI training on Customer Content. Bipath will not use Customer Content to train or fine-tune machine-learning or AI models.

7.4 Your rights and lawful basis. You represent and warrant that you have, and will maintain, all rights, licences, consents, permissions and lawful bases needed for Bipath and your Third-Party Providers to process Customer Content as the Service is designed and as you instruct, including to access each Source and crawl each website you configure. You are solely responsible for the legality, accuracy, quality, integrity and appropriateness of Customer Content, and for complying with all laws that apply to it, including data-protection, privacy, intellectual-property, confidentiality and sector-specific laws.

7.5 Accuracy of data and output is your responsibility. You alone are responsible for checking the accuracy, completeness, currency and fitness for purpose of Customer Content, Derived Data and AI Output before relying on them, putting them into production, or giving them to anyone else. Document extraction, parsing, OCR, chunking, embedding, contextual enrichment and syncing are automated and may omit, alter, misread, duplicate or misorder content, lose formatting or structure, or fail without warning. Bipath does not warrant that any Derived Data or AI Output is accurate, complete or faithful to the source, and has no liability for errors or omissions in it, or for decisions made on it.

7.6 Regulated data. You decide what data to load, and you alone are responsible for its compliance, with these exceptions:

• (a) Health information. The standard Service is not offered for processing protected health information subject to HIPAA. You must not submit such information unless Bipath has expressly approved that use in a signed Enterprise Agreement and the parties have executed an appropriate business associate agreement, with the required service and security arrangements in place. A contract label does not determine obligations imposed by HIPAA.
• (b) Payment card data. The Service is not certified under the Payment Card Industry Data Security Standard. You must not submit payment card numbers or related authentication data.

Breach of this Section 7.6 is a material breach, is covered by your indemnity in Section 19, and may lead to immediate termination.

7.7 Backups. The Service is not a backup or archival service. You must keep your own copies of Customer Content. Bipath has no obligation to retain, back up or recover Customer Content or Derived Data, except as stated in Section 16.

7.8 Monitoring. Bipath has no obligation to monitor Customer Content, but it may review, scan, block or remove Customer Content, or disable Sources, when it reasonably believes this is needed to operate or secure the Service, prevent abuse, comply with law, or enforce the Agreement.

8. AI Output

8.1 Nature of AI Output. AI Output is generated by probabilistic models, including Third-Party Provider models you select. It may be inaccurate, incomplete, outdated, biased, offensive or nonsensical, may not reflect the Customer Content it is based on, may be similar to output generated for others, and may infringe third-party rights.

8.2 No reliance; no advice. AI Output is not legal, financial, medical, tax, engineering or other professional advice. You must evaluate and have a human review AI Output before relying on it or using it, especially for any decision with legal or similarly significant effects on any person. You are solely responsible for AI Output you use, publish or deploy, including through your own applications and to your own end users.

8.3 Adversarial content. Content in Sources, including websites, can contain hidden instructions or adversarial material that may manipulate AI Output ("prompt injection"). You are responsible for the Sources you connect and for the consequences of content they introduce.

9. Acceptable Use and Restrictions

9.1 Acceptable Use Policy. You must comply, and ensure your Users comply, with the Acceptable Use Policy at vectordataloader.app/legal/acceptable-use.

9.2 Restrictions. You must not, and must not permit anyone to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts, algorithms or non-public APIs of the Service, except to the limited extent applicable law expressly permits despite this restriction; (b) scrape, crawl or extract data from the Service's user interface or APIs other than through features and APIs Bipath provides for that purpose; (c) access or use the Service to build, train or benchmark a competing product or service, or copy any feature, function, user interface or design of it; (d) circumvent, disable or interfere with any security, usage limit, metering, credit, billing or access control; (e) use the Service in breach of law or of a Third-Party Provider's terms; or (f) publish benchmark or performance test results about the Service without Bipath's prior written consent.

9.3 Credit farming. You must not create or use more than one Organization, Account, email address, domain, payment method or identity to obtain Startup Credits, trials, promotions or other free benefits more than once, or otherwise obtain Credits by fraud or manipulation. Bipath may merge, reverse or forfeit any Credits obtained this way, recover their value, and suspend or terminate every Organization involved.

10. Credits, Fees and Payment

10.1 Credit-based pricing. The price of Credit packages and Credit cost of each operation are shown on the Pricing page and in the Service. Bipath may change them prospectively on at least 30 days' notice of an increase, including increases in Credits consumed per operation or storage period. Changes do not alter the number of Credits already held, and apply only to operations or storage periods beginning after their effective date. No increase applies retroactively. Section 10.6 governs automatic recharge after a price change.

10.2 Startup Credits. Each new Organization may receive a one-time grant of free startup credits ("Startup Credits"), as described in the Service. Startup Credits are promotional, do not renew, have no value, and may be changed, withdrawn or reversed at any time, including for breach of Section 9.3.

10.3 Purchased Credits. Credits purchased in the Service ("Purchased Credits") do not expire while your Organization remains active and in good standing, but they are forfeited on closure or termination under Section 16.

10.4 Nature of Credits. Credits are a limited licence to use the Service. They are not currency, property, a deposit, a stored-value instrument or a security. They have no cash value, earn no interest, are not redeemable for cash, and may not be sold, transferred, assigned or shared between Organizations or with any third party.

10.5 All sales final. ALL FEES AND CREDIT PURCHASES, INCLUDING LIFETIME DEAL PURCHASES, ARE FINAL, NON-REFUNDABLE AND NON-CANCELLABLE, except for an express refund under Sections 11.6 or 16.4 or an applicable signed Enterprise Agreement, or where non-waivable law requires otherwise. Bipath may grant a discretionary refund or Credits in a particular case without creating an obligation to do so again or waiving its rights.

10.6 Auto-recharge. Enabling automatic recharge authorizes Bipath and its payment processor to charge your payment method for the Credit package and threshold shown when you enable it, until you disable it in billing settings. Multiple charges may occur as usage repeatedly reaches that threshold. Disabling auto-recharge stops future recharge requests but does not reverse charges already initiated. Bipath will notify you before a price increase takes effect and obtain any renewed authorization required by law or payment-network rules. Charges remain subject to Section 10.5.

10.7 Payment. Fees are stated and payable in U.S. dollars in advance, through Bipath's third-party payment processor, whose terms also apply. You authorize all charges you or your Users initiate. You must keep payment information accurate and current.

10.8 Taxes. Fees exclude all sales, use, value-added, goods-and-services, withholding and similar taxes, duties and levies, which you must pay (other than taxes on Bipath's net income). Where reverse-charge rules apply, you must self-assess and account for the tax. If withholding is required, you must gross up payments so that Bipath receives the full amount invoiced.

10.9 Chargebacks and payment disputes. You retain any non-waivable right to dispute a charge with your bank or payment provider. While a payment is disputed, Bipath may withhold or reverse the corresponding Credits and reasonably restrict affected paid operations to prevent uncompensated usage or fraud. Bipath may terminate for fraudulent or abusive disputes. You must pay amounts validly due after final resolution and reasonable, legally recoverable dispute or collection costs attributable to your breach. Bipath will not recover the same amount twice, including where a payment processor has already restored funds.

10.10 Billing disputes. You must notify legal@vectordataloader.app of a good-faith billing or Credit dispute within 30 days after the charge or deduction is made available in your billing records, with sufficient details to investigate. To the extent permitted by law, failure to give timely notice waives an ordinary billing adjustment for an error reasonably discoverable during that period. This does not waive fraud claims, undiscoverable errors or non-waivable rights. Bipath may correct billing and metering errors on notice with reasonable supporting details, subject to applicable limitation periods.

10.11 Late payment and collection. Unpaid amounts accrue interest at the lower of 1.5% per month and the highest rate permitted by law. You must reimburse Bipath's reasonable costs of collection, including attorneys' fees.

11. Lifetime Deal

11.1 Scope. A "Lifetime Deal" is a one-time purchase that entitles one Organization to a monthly allocation of Credits ("LTD Credits") at the tier purchased, on the terms of this Section 11 and the offer page.

11.2 Meaning of "lifetime". "Lifetime" means the commercial operating life of the Vector Data Loader Service, not the life of any person or entity. Bipath may stop offering the Lifetime Deal to new buyers without ending allocations already purchased. Bipath may permanently discontinue the Service on at least 90 days' notice, at which point allocations stop. Except as required by non-waivable law or the express offer accepted at purchase, the one-time Lifetime Deal fee is not refundable solely because the Service is permanently discontinued. A change of name or replacement with a substantially equivalent successor service does not alone end the purchased allocation. Termination for Customer breach remains governed by Section 16.

11.3 What can change. Bipath may change the Service's features, connectors, providers, limits and the Credit cost of operations as described in Sections 5.2 and 10.1. Bipath will not reduce the number of LTD Credits allocated per month for your tier, except under Sections 11.2, 11.4 or 16.

11.4 Carry-over and expiry. Any expiry period or carry-over cap for LTD Credits must be clearly disclosed in the offer accepted at purchase. Unless that offer expressly provides otherwise, unused LTD Credits carry over without expiry while the Organization and Lifetime Deal remain active. Bipath may introduce different expiry or carry-over rules for future purchases. Changes affecting an existing purchase require the Customer's express agreement and may not retroactively expire previously allocated Credits.

11.5 Restrictions. A Lifetime Deal is limited to one per Organization, is non-transferable, may not be stacked or combined unless the offer expressly allows it, and is subject to the Acceptable Use Policy and fair use. LTD Credits are Credits under Section 10.4. Allocations stop when the Organization is closed, suspended for breach or terminated. Bipath may terminate a Lifetime Deal for breach of the Agreement or abuse, without refund.

11.6 Resellers. A Lifetime Deal bought through an authorized reseller or marketplace is also subject to that reseller's terms on refunds and redemption. Any refund the reseller grants revokes the Lifetime Deal and its LTD Credits.

12. Storage, Non-Payment and Dormant Organizations

12.1 Storage charges. Storage of Customer Content and Derived Data in the Service is charged in Credits monthly, at the rate on the Pricing page.

12.2 Failed storage charges. If a storage charge fails because your balance is too low: (a) Bipath may attempt an auto-recharge if enabled; (b) after a grace period of 7 days, Bipath may block new syncs and other Credit-consuming operations until the balance is paid; and (c) if the balance remains unpaid 60 days after the first failed charge, Bipath may, after at least 14 days' notice by email to the Owners, permanently delete stored Customer Content and Derived Data and close the Organization. Unpaid amounts remain due.

12.3 Dormant Organizations. If no User has signed in to an Organization for 12 consecutive months, and it holds no Purchased Credits and has no active Lifetime Deal, Bipath may close the Organization and delete its data after at least 14 days' notice by email to the Owners.

12.4 No liability. Bipath has no liability for any data deleted under this Section 12. Deletion under this Section does not affect data in your own vector stores or other Third-Party Provider systems.

13. Intellectual Property, Usage Data and Feedback

13.1 Bipath property. The Service, the Documentation, and all software, models, prompts, designs, interfaces, trademarks and other materials Bipath provides, and all improvements and derivatives of them, are owned by Bipath and its licensors and protected by intellectual-property laws worldwide. Except for the limited right in Section 5.1, no right, title or interest is granted to you, by implication, estoppel or otherwise. All rights not expressly granted are reserved.

13.2 Usage Data. As between the parties and subject to rights in personal information and Customer Content, Bipath retains rights in the Usage Data it creates. Bipath may use it to operate, secure, support and improve the Service and administer the Agreement, consistently with the Privacy Policy and any applicable Data Processing Addendum. Bipath may use data irreversibly anonymized so that it does not identify the Customer or any individual, and contains no Customer Content, for any lawful purpose. Bipath will not attempt to reidentify such anonymized data. Pseudonymized data remains subject to applicable data-protection requirements.

13.3 Feedback. If you or your Users give Bipath suggestions, ideas, bug reports or other feedback, Bipath may use them for any purpose, without restriction, attribution or compensation. You grant Bipath a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable licence to do so.

13.4 Publicity. Bipath may identify you as a customer, by name and logo, on its websites, in sales materials and in investor materials. You may opt out at any time by emailing legal@vectordataloader.app, and Bipath will stop new uses within a reasonable time.

14. Confidentiality

14.1 Your obligation. "Bipath Confidential Information" means any non-public information Bipath discloses or makes available to you, including non-public features, roadmaps, pricing offered to you, security information, non-public Documentation, and the results of any testing, evaluation or benchmarking of the Service. You must keep Bipath Confidential Information confidential, use it only to use the Service under the Agreement, and disclose it only to your Users and advisers who need to know it and are bound by obligations at least as protective. This obligation survives for 5 years after the Agreement ends, and for trade secrets for as long as they remain trade secrets.

14.2 Exclusions. Section 14.1 does not apply to information that is or becomes public through no fault of yours, that you already lawfully knew without restriction, or that you independently develop without using Bipath Confidential Information. You may disclose Bipath Confidential Information where law or a court requires, if you give Bipath prompt prior notice where lawful.

14.3 Bipath's obligations. Bipath will not disclose non-public Customer Content except as permitted by Sections 7 and 15, the applicable Data Processing Addendum, the Customer's instructions or law. Personnel and service providers authorized to access it must be subject to appropriate confidentiality duties. Professional advisers may receive information reasonably necessary for their work under confidentiality duties. Financing or acquisition diligence must use anonymized or aggregated information where practicable; identifiable Customer Content may be disclosed only to the extent legally permitted and consistent with the Data Processing Addendum. These obligations do not create a service-level warranty or a separate liability cap.

15. Security and Data Protection

15.1 Security. Bipath will use commercially reasonable technical and organizational measures designed to protect Customer Content in the Service from unauthorized access. No method of transmission or storage is completely secure, and Bipath does not guarantee that Customer Content will not be accessed, disclosed, altered, lost or destroyed. You are responsible for securing your own systems, credentials, API keys, Third-Party Provider accounts and vector stores.

15.2 Personal data. As between the parties, you are the controller (or, where you process on behalf of your own clients, the processor) of personal data in Customer Content, and Bipath processes it on your behalf. Where the processing is subject to the EU or UK General Data Protection Regulation, the Swiss Federal Act on Data Protection, or similar laws requiring a processing agreement, Bipath's Data Processing Addendum at vectordataloader.app/legal/dpa forms part of the Agreement and is accepted when you accept these Terms. Bipath's handling of personal data about Users and contacts for its own purposes is described in the Privacy Policy.

15.3 Liability. As between Bipath and the Customer, liability under the Data Processing Addendum is subject to Section 18 except to the extent an applicable mandatory transfer instrument or non-waivable law requires otherwise. This does not restrict a data subject's rights or a regulator's authority.

16. Suspension and Termination

16.1 Termination or closure by you. An Owner may close the Organization at any time through the Service settings. Closure takes effect after a 7-day grace period, during which the Owner may cancel the closure.

16.2 Suspension or termination by Bipath. Bipath may immediately restrict or suspend access to the extent reasonably necessary to address suspected material breach, non-payment, fraud, security risk, legal prohibition or material harm to the Service or others. Bipath may terminate for a material breach that remains uncured 10 days after notice, or immediately for an incurable breach, repeated abuse, or where continued access would create a material security or legal risk. Bipath may also terminate for convenience under Section 16.4. Where lawful and practicable, Bipath will identify the reason for action and how to seek review. Suspensions and termination remain subject to mandatory retrieval and other rights under Section 16.5.

16.3 Credits on closure or termination. On closure or termination for any reason, whether by you or by Bipath, all Credits, whether Startup, Purchased or LTD, are permanently forfeited, and no refund, credit or transfer will be made, except as Section 16.4 provides.

16.4 Termination for convenience. If Bipath terminates an Organization without Customer breach or another cause under Section 16.2, Bipath will give at least 30 days' notice and refund the amount actually paid for unused Purchased Credits, net of amounts validly due. If that Organization has an active Lifetime Deal and the Service continues generally, Bipath will also refund the one-time Lifetime Deal price paid to Bipath; this does not apply to a genuine discontinuation of the Service under Section 11.2. Promotional Credits have no refund value. These express refunds are the sole contractual monetary remedy for a lawful convenience termination, without limiting non-waivable remedies.

16.5 Effect. On closure or termination, access rights end except any limited retrieval access required below; unpaid amounts become due and the Customer must stop ordinary use. Customer Content in Bipath-controlled active systems will be deleted within 30 days after closure or termination, unless an applicable Data Processing Addendum, mandatory retrieval period, legal hold or other legal obligation requires different treatment. Backups follow the disclosed retention schedule and remain restricted from ordinary use. Before closure, use available export features or request assistance where required by law or the Data Processing Addendum. Where the EU Data Act applies, mandatory switching, retrieval and deletion obligations prevail over inconsistent provisions of Sections 5, 12 or 16. External data is governed by Section 6.5; closure is not a guarantee that every external copy has been erased.

16.6 Survival. Sections 2, 6.2, 7.5 to 7.7, 8, 9.2, 9.3, 10, 11.5, 12.4, 13, 14, 16.3 to 16.6, and 17 to 24 survive closure or termination, together with any other provision that by its nature should survive.

17. Disclaimers

17.1 THE SERVICE, DOCUMENTATION, DERIVED DATA, AI OUTPUT AND ALL OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIPATH AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND ANY ARISING FROM COURSE OF DEALING, USAGE OR TRADE.

17.2 WITHOUT LIMITING SECTION 17.1, BIPATH DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS; (B) ANY DERIVED DATA OR AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE OR FAITHFUL TO THE SOURCE CONTENT, OR WILL PRESERVE ITS STRUCTURE OR FORMATTING; (C) ANY SYNC WILL COMPLETE OR DETECT EVERY CHANGE; (D) ANY THIRD-PARTY PROVIDER OR SOURCE WILL REMAIN SUPPORTED, AVAILABLE OR COMPATIBLE; OR (E) ANY DEFECT WILL BE CORRECTED.

17.3 BIPATH IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PROVIDER, SOURCE OR WEBSITE, OR FOR ANY DELAY, FAILURE OR LOSS CAUSED BY THE INTERNET, NETWORKS, HOSTING OR CLOUD PROVIDERS, OR OTHER EVENTS BEYOND ITS REASONABLE CONTROL.

18. Limitation of Liability

18.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIPATH OR ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS, CORRUPTION OR INACCURACY OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), EVEN IF ADVISED OF THEIR POSSIBILITY.

18.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIPATH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU ACTUALLY PAID TO BIPATH FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

18.3 Application. The limits in this Section 18 apply in the aggregate to all claims, even if a limited remedy fails of its essential purpose. They do not limit liability that cannot be limited or excluded under applicable law, such as liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or, where the law requires it, for intentional misconduct or gross negligence. In those cases Bipath's liability is limited to the minimum extent the law permits. Your liability is not limited by this Section 18.

18.4 Basis of the bargain. The disclaimers and limitations in Sections 17 and 18 are an essential basis of the bargain between the parties, and Bipath would not provide the Service at its current prices without them.

19. Indemnification

19.1 Your indemnity. You will defend, indemnify and hold harmless Bipath and its affiliates, officers, members, managers, employees, agents, licensors and suppliers (the "Bipath Parties") from and against any and all claims, demands, actions, investigations and proceedings by any third party or governmental authority, and all resulting losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable attorneys' and experts' fees), arising out of or relating to:

• (a) Customer Content or Derived Data, including any claim that it infringes, misappropriates or violates any intellectual-property, privacy, publicity, data-protection or other right, or is unlawful;
• (b) any Source you connect, or website you crawl, including any claim that you lacked the right to access, copy or process it, or that crawling breached the site's terms, robots.txt or applicable law;
• (c) your use of any Third-Party Provider, including breach of its terms;
• (d) your or anyone else's use of or reliance on Derived Data or AI Output, including through your products or services;
• (e) your or your Users' breach of the Agreement, the Acceptable Use Policy, or applicable law, including data-protection, sanctions and export laws;
• (f) any claim by your Users, clients or end users; and
• (g) your submission of data in breach of Section 7.6.

19.2 Procedure. Bipath will notify you of an indemnified claim; delay relieves you only to the extent it materially prejudices the defence. Bipath may control the defence with counsel of its choice at your expense, or permit you to control it subject to reasonable oversight. Costs must be reasonable. Bipath will consult you before settlement and will not impose an admission of wrongdoing or non-monetary obligation on you without your consent, not unreasonably withheld. You may not settle in a manner that admits fault for or imposes obligations on a Bipath Party without Bipath's prior written consent. Indemnity applies only to the extent permitted by law and does not require payment of unindemnifiable penalties or losses caused by Bipath's fraud, intentional misconduct or other conduct for which indemnification is prohibited.

19.3 No Bipath indemnity. Bipath gives no indemnity under these Terms. Any indemnity from Bipath exists only if set out in a signed Enterprise Agreement.

20. Dispute Resolution: Binding Arbitration and Class-Action Waiver

20.1 Informal resolution first. Before starting arbitration, a party must send the other a written notice describing the dispute and the relief sought (to Bipath at legal@vectordataloader.app and the address in Section 1.1; to you at the Owner email address on file). The parties will try in good faith to resolve the dispute for 30 days after notice.

20.2 Binding arbitration. Except as Section 20.4 provides, any dispute, claim or controversy arising out of or relating to the Agreement, the Service, or the relationship between the parties, including disputes about the formation, existence, validity, interpretation, scope or enforceability of this Section 20, will be resolved by final and binding arbitration. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules or, where the Customer is established outside the United States, by the International Centre for Dispute Resolution under its International Arbitration Rules, in each case as in effect when the arbitration is filed. There will be one arbitrator. The seat and place of arbitration is Boston, Massachusetts, USA, and the arbitration will be conducted in English. Hearings may be held remotely at the arbitrator's discretion. The arbitrator's award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. The U.S. Federal Arbitration Act governs this Section 20.

20.3 Confidentiality. The arbitration, including its existence, filings, evidence and any award, is confidential, except as needed to enforce or challenge an award or as the law requires.

20.4 Exceptions. Either party may bring an individual claim in a small-claims court of competent jurisdiction. Bipath may also bring, in any court of competent jurisdiction, (a) an action for injunctive or other equitable relief to protect its intellectual property, Bipath Confidential Information or the security or integrity of the Service, or to stop a breach of Sections 9 or 14; and (b) an action to collect unpaid fees. For any such court proceeding in the United States, the parties submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts, without prejudice to Bipath's right to seek relief elsewhere.

20.5 Class-action and jury waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any form of representative or class proceeding. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If this Section 20.5 is found unenforceable as to a claim, that claim must be severed and may not proceed in arbitration. It will be heard exclusively in the state or federal courts located in Massachusetts, stayed until the individual arbitration of all other claims is complete, and each party submits to the jurisdiction of those courts for that purpose.

20.6 Time limit. To the extent permitted by law, a claim against Bipath must be commenced within one year after accrual under applicable law. That period is tolled during the mandatory 30-day informal-resolution process in Section 20.1. This provision does not shorten a non-waivable statutory period or apply where such contractual shortening is prohibited.

20.7 Costs. Each party ordinarily bears its own attorneys' fees, and arbitration fees are allocated under the applicable rules. To the extent permitted by applicable law, Bipath may recover its reasonable attorneys' fees and costs if it prevails on a claim you brought. Any mandatory fee reciprocity, statutory fee entitlement or rule governing access to arbitration controls over inconsistent language here.

21. Governing Law

The Agreement, and any dispute arising out of or relating to it or the Service, is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and subject to the Federal Arbitration Act for Section 20. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

22. Changes to These Terms

22.1 Right to change. Bipath may change these Terms or any incorporated document at any time. Bipath decides, in its reasonable judgment, whether a change is material.

22.2 Non-material changes take effect when the updated Terms are posted with a new "Last updated" date.

22.3 Material changes. For material changes, Bipath will give at least 15 days' notice before the effective date, by email to the Owners and by notice in the Service. From the effective date, an Owner must accept the updated Terms to continue using the Service. Until an Owner accepts, Bipath may limit the Organization to read-only access, for example by pausing syncs, without deleting data.

22.4 Immediate changes. Changes narrowly necessary to comply with law or address an urgent security or abuse risk may take effect immediately with notice as soon as practicable. Terms for an optional new feature may apply when that feature is expressly accepted. Labeling a change as a new feature does not permit immediate alteration of an existing purchased entitlement.

22.5 Your option if you object. If you reject a material change, you may stop using the Service and close the Organization. If Bipath will not continue providing already-purchased access on the previously accepted terms, the unused Purchased Credit refund in Section 16.4 applies; an active Lifetime Deal affected in the same way receives the treatment in Section 16.4. No refund arises solely from a prospective price increase made under Section 10.1. No amendment retroactively changes accrued claims or dispute-resolution terms for a dispute already notified.

23. Enterprise Agreements and Order of Precedence

23.1 Signed agreements. Bipath and a Customer may enter into a written enterprise agreement, order form or addendum signed by an authorized officer of Bipath (an "Enterprise Agreement"). An Enterprise Agreement overrides these Terms only where it expressly identifies the provision of these Terms it overrides.

23.2 Order of precedence. If documents conflict, they apply in this order: (a) an Enterprise Agreement, as limited by Section 23.1; (b) the Data Processing Addendum, for matters of personal-data processing only; (c) these Terms; (d) the Acceptable Use Policy; (e) the Documentation and the Pricing page.

23.3 Your terms do not apply. Purchase orders, vendor portals and similar customer forms are administrative only, and their additional or conflicting terms do not apply merely because Bipath processes them, supplies the Service or accepts payment. A separate agreement expressly accepted and signed by an authorized officer of Bipath remains subject to Section 23.1.

23.4 No other modification. No email, chat, sales conversation, support communication, oral statement or course of dealing modifies the Agreement or waives any of Bipath's rights.

24. General

24.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral. You have not relied on any statement not set out in the Agreement.

24.2 Assignment. You may not assign or transfer the Agreement or any right or obligation under it, by operation of law, change of control or otherwise, without Bipath's prior written consent. Bipath may assign or transfer the Agreement freely, including to an affiliate or in connection with a merger, acquisition, reorganization or sale of assets. Any prohibited assignment is void.

24.3 Force majeure. Bipath is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, government action, internet, network or utility failures, cyber-attacks, and failures, outages or changes of hosting, cloud or Third-Party Providers.

24.4 Notices. Bipath may give notices to you by email to the Owner email addresses on file, through the Service, or by posting on its website. Email notices are received when sent. You must give legal notices to Bipath by email to legal@vectordataloader.app, with a copy by courier to Bipath, LLC, 22 Walnut Park, Newton, Massachusetts 02458, USA, Attn: Legal.

24.5 Electronic contracting. You consent to entering into the Agreement and receiving notices electronically. Electronic acceptance has the same effect as a handwritten signature.

24.6 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and reformed to the minimum extent needed to make it enforceable, and the remaining provisions remain in full force. This Section is subject to Section 20.5.

24.7 No waiver. Bipath's failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if in writing and signed by an authorized officer of Bipath.

24.8 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

24.9 No third-party beneficiaries. There are no third-party beneficiaries of the Agreement, except the Bipath Parties under Sections 18 and 19.

24.10 Anti-corruption. You will comply with all applicable anti-bribery and anti-corruption laws in connection with the Agreement.

24.11 U.S. Government users. The Service is "commercial computer software" and "commercial computer software documentation" provided with only those rights granted to all other customers under these Terms.

24.12 Language. The Agreement is written in English and translations are for convenience, except where applicable law requires an authoritative local-language version, prior delivery of a translation or a valid language election. In those cases the mandatory requirement controls.

24.13 Interpretation. Headings are for convenience only. "Including" means "including without limitation". No provision will be construed against Bipath because Bipath drafted it.

25. Contact

• Legal notices and questions about these Terms: legal@vectordataloader.app
• Privacy and data-protection requests: privacy@vectordataloader.app
• Abuse reports: abuse@vectordataloader.app
• Postal: Bipath, LLC, 22 Walnut Park, Newton, Massachusetts 02458, USA