Terms of Service

These Terms of Service, together with any Order Form and all documents linked herein (collectively, this "Agreement"), are a legal agreement between you, whether an individual or a single entity ("you" or "your"), and vFolio Inc. ("vFolio," "we," "us," or "our"). This Agreement governs your access to and use of the vFolio desktop application, together with all associated features, updates, and related online services that vFolio operates (collectively, the "Software").

By creating an account, installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you must not create an account, install, or use the Software. You represent that you are at least 18 years of age and have the legal capacity to enter into this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case "you" and "your" refer to that entity.

If you purchased a subscription under a separately executed Order Form, Section 20 (Enterprise Orders) contains additional terms that apply to you and, to the extent of any conflict, supersede the corresponding terms elsewhere in this Agreement.

1. Definitions

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means (a) the legal power to direct or cause the direction of the general management and policies of an entity, whether directly or indirectly and whether through the ownership of voting securities, by contract, or otherwise, or (b) the beneficial ownership, whether direct or indirect, of fifty percent (50%) or more of the voting securities or other comparable equity interests of an entity.

"AI Features" means the artificial intelligence-powered capabilities of the Software, consisting of chat with a single open document, data extraction from tables and charts, and optical character recognition of scanned pages, which are powered in whole or in part by third-party artificial intelligence application programming interfaces.

"Authorized User" means an individual who is authorized by you or your Affiliates to use the Software, has been given access credentials by you, and is bound by terms at least as protective of the Software and vFolio's Confidential Information as this Agreement.

"Documentation" means the user guides, help files, in-application guidance, and other instructional materials that vFolio makes generally available in connection with the Software, as updated from time to time.

"Open Source Software" means third-party software components made available in source code form under an open source license that are incorporated into or distributed with the Software, such as those identified in the third-party notices made available with the Software.

"Order Form" means a document separately executed by you and vFolio that lists the Software ordered, the subscription fees payable, the Subscription Term, and any additional terms agreed by the parties. Order Forms executed by the parties and their respective Affiliates are incorporated into this Agreement by reference. Subscriptions purchased through vFolio's website or through in-application checkout are not made under an Order Form; for those subscriptions, the plan, fees, billing frequency, and number of seats selected at checkout, together with vFolio's order confirmation, define your subscription.

"Subscription Term" means the period during which you are authorized to use the Software, as selected at checkout or specified in your Order Form.

"Support Services" means the technical support services for the Software that vFolio makes generally commercially available to its customers, consisting of commercially reasonable technical support by email and through the in-application support channel during vFolio's normal business hours, together with Updates that vFolio makes generally available.

"Update" means any subsequent release of the Software that vFolio makes generally commercially available to its customers. Updates do not include any software that vFolio markets and prices separately.

"User Content" means all documents, files, data, text, and other materials that you upload, store, process, or otherwise make available through the Software.

2. Your Account

To use the Software you must create an account and provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify vFolio promptly of any unauthorized use of your account or any other breach of security. vFolio is not liable for any loss or damage arising from your failure to protect your account credentials.

You must be at least 18 years of age to create an account. Accounts are licensed to a single named individual and may not be shared among multiple people, and vFolio may limit the number of devices on which a single account may be simultaneously activated.

3. Free Trial

If you register for a free trial of the Software, vFolio will make the Software available to you free of charge (the "Trial Version") until the end of the free trial period for which you registered. vFolio may change the length of the free trial period offered to future registrants at any time.

You may use the Trial Version only to review, demonstrate, and evaluate the Software, and the Trial Version may have limited functionality. You must stop use at the end of the free trial period. Additional trial terms may appear on the trial registration page and are incorporated into this Agreement by reference.

You shall not (a) install or use more than one copy of the Trial Version, (b) register for the Trial Version under more than one username in order to extend the trial period, (c) alter the contents of a hard drive or computer system to enable use of the Trial Version beyond the trial period, (d) disclose the results of software performance benchmarks obtained using the Trial Version to any third party without vFolio's prior written consent, or (e) use the Trial Version for any purpose other than determining whether to purchase a subscription.

NOTWITHSTANDING SECTION 15 (WARRANTIES AND DISCLAIMER), DURING A FREE TRIAL THE TRIAL VERSION AND ANY ASSOCIATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

4. License Grant

Subject to the terms of this Agreement, vFolio grants you a limited, worldwide, non-exclusive, royalty-free license (without right of sublicense) during the Subscription Term to install and use the Software, and to permit your Authorized Users to use the Software, for your own personal or business purposes in accordance with the Documentation.

You may make a reasonable number of copies of the Software solely for backup and archival purposes. All copies are subject to this Agreement and must contain the same titles, trademarks, and copyright notices as the original.

You are responsible for your Authorized Users' compliance with this Agreement and for any breach of this Agreement by them.

5. Third-Party Services and Open Source Software

(a) Third-Party Services. The Software integrates with and relies upon certain third-party services, including the Anthropic Claude API for the AI Features, Microsoft 365 and Gmail for email-based document access, Cloudflare and Supabase for hosting, authentication, and data storage, and a third-party payment processor acting as merchant of record for subscription billing ("Third Party Services").

You acknowledge that Third Party Services may be protected by intellectual property rights owned by their providers or licensors and not by vFolio, and that your use of Third Party Services may be subject to separate terms between you and the relevant third party. vFolio is not responsible for Third Party Services, makes no representations or warranties with respect to them, and they are provided "as is." vFolio assumes no liability for any loss or damage you or your Authorized Users may experience as a result of accessing or using them.

(b) Open Source Software. The Software incorporates and is distributed with certain Open Source Software components as part of its basic functionality. vFolio passes through to you the rights necessary to use those components as incorporated in the Software, and you are not required to obtain separate licenses for them from their respective licensors.

Certain Open Source Software incorporated in the Software requires that vFolio provide copyright notices and additional terms to you. Those notices and terms are made available with the Software and are incorporated into this Agreement by reference. Use, reproduction, and distribution of components licensed under an Open Source Software license are governed solely by the terms of that license and not by this Agreement. vFolio is not responsible for Open Source Software and assumes no obligations or liability with respect to your or your Authorized Users' use of it.

6. AI Features

The AI Features process User Content in order to generate responses, summaries, and extracted data, and to recognize text on scanned pages. To provide the AI Features, portions of your User Content are transmitted to vFolio’s third-party artificial intelligence provider for processing, as described in the Privacy Policy referenced in Section 12. The AI Features operate only on a document you have opened and on which you have invoked them; the Software does not send your documents, or the text extracted from them, to any third party in order to index them or make them searchable.

vFolio does not use your User Content to train artificial intelligence models, and vFolio's artificial intelligence service providers are contractually prohibited from using User Content transmitted through their application programming interfaces to train their models.

You acknowledge that the AI Features are powered by large language models that may produce inaccurate, incomplete, or misleading outputs, and you are solely responsible for evaluating and verifying any output before relying on it. The AI Features do not provide legal, financial, investment, tax, accounting, or other professional advice and must not be relied upon as a substitute for review by a qualified professional.

7. Electronic Signatures and Link Sharing

(a) Electronic Signatures. The Software includes features that allow you to apply electronic signatures to documents and to request electronic signatures from third parties. You are solely responsible for determining whether an electronic signature is legally sufficient for your purposes and for complying with all laws applicable to your use of electronic signatures, including the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as enacted in the applicable jurisdiction.

vFolio is not a party to, and makes no representation or warranty regarding the validity, enforceability, or admissibility of, any document that you or your Authorized Users sign or send for signature using the Software. vFolio does not verify the identity, authority, or capacity of any signer beyond the authentication mechanisms described in the Documentation, and vFolio does not provide legal advice.

(b) Link Sharing. The Software includes a feature that generates a web link allowing a recipient to view a document you select in a browser or in their own instance of vFolio. When you use this feature, the document and page images generated from it are uploaded to vFolio's servers so that the link can be served, and are deleted after the period stated in the Privacy Policy.

You are solely responsible for the documents you choose to share and for the recipients with whom you share links. Anyone who obtains a share link may be able to view the document it references. You must not use link sharing to distribute content that you do not have the right to distribute, or that is unlawful.

8. Restrictions on Use

You shall not, and shall not permit any third party to: (a) use the Software other than in accordance with the Documentation; (b) copy the Software, except for a reasonable number of backup and archival copies; (c) modify, adapt, transfer, distribute, make publicly available, resell, rent, lease, sublicense, or loan the Software, or create derivative works based upon it; (d) use the Software to develop a competing product or service, or for benchmarking or competitive analysis purposes; (e) develop, resell, distribute, or make available any service, software, or device incorporating all or any part of the Software; (f) use the Software except on computers and devices that you own, lease, or otherwise control; (g) use the Software in violation of any applicable law, rule, regulation, or third-party right; (h) remove or alter any trademark, trade name, product name, logo, copyright, or other proprietary notice from the Software; (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software, or attempt to modify, alter, or circumvent its license control and protection mechanisms; (j) use the AI Features to generate content that is unlawful, harmful, deceptive, or that infringes the rights of others; (k) attempt to circumvent any technical limitation, security measure, or access control implemented in the Software; (l) use automated scripts, bots, or other means to interact with the Software except through its intended user interface; or (m) exceed the number of Authorized Users or devices permitted under your subscription plan.

9. Fees, Billing, and Cancellation

(a) Fees. Fees are payable in advance for each billing period (monthly or annual, as selected at checkout) and are charged to the payment method you provide. Fees are stated and charged in the currency presented at checkout.

(b) Renewal. Your subscription renews automatically for successive billing periods at the then-current rate until cancelled. vFolio may change its subscription rates on not less than thirty (30) days' prior notice, effective as of your next renewal.

(c) Payment processing. Payment is processed by vFolio's third-party payment processor acting as merchant of record. vFolio does not receive or store your full payment card details. Your purchase may also be subject to that processor's own buyer terms.

(d) Cancellation. You may cancel at any time through your account settings in the Software or by contacting vFolio. Cancellation takes effect at the end of your then-current billing period, and you retain access until that date.

(e) Refunds. Except (i) where a refund is required by applicable law, (ii) where vFolio terminates this Agreement other than for your breach under Section 14(b), and (iii) as expressly provided in Section 15(a) and Section 17(a), fees paid are non-refundable, and cancelling does not entitle you to a refund of fees already paid for the current billing period.

(f) Taxes. You are responsible for all taxes levied on any transaction under this Agreement, including federal, state, and local taxes, levies, and assessments, excluding taxes based on vFolio's net income, employees, or property.

10. Support and Updates

During a Subscription Term, vFolio will provide you with Support Services, including Updates. vFolio may use technical information you provide relating to the Software as part of the Support Services, including for product support and development.

As part of the Support Services, vFolio may make available bug lists, planned feature lists, and other supplemental materials, all of which are vFolio's Confidential Information and for which vFolio makes no representations or warranties of any kind.

The Software includes an automatic update mechanism, and you consent to vFolio automatically downloading and installing Updates. Updates may add, modify, or remove features, and vFolio will use commercially reasonable efforts to avoid Updates that materially reduce the core functionality of the Software during a Subscription Term.

11. Your Content; Ownership; Feedback

(a) The Software. vFolio and its licensors retain ownership of all right, title, and interest in and to the Software, including all intellectual property rights therein, and vFolio reserves all rights not expressly granted in this Agreement. You shall take reasonable precautions to prevent unauthorized or improper use or disclosure of the Software. vFolio and other trademarks contained in the Software are trademarks or registered trademarks of vFolio Inc. in the United States and other countries.

(b) User Content. You retain all ownership rights in your User Content. By using the Software, you grant vFolio a limited, non-exclusive, worldwide license to access, process, store, and transmit your User Content solely as necessary to provide, maintain, and support the Software and its features, including the AI Features.

vFolio will not use your User Content to develop or improve its products or services except in aggregated or de-identified form that neither identifies you nor discloses the contents of your documents.

You represent and warrant that you own or have obtained all necessary rights, consents, and permissions to upload, store, and process your User Content through the Software, and that your User Content does not violate any applicable law or infringe any third-party right.

(c) Feedback. You and your Authorized Users may voluntarily provide vFolio with suggestions, enhancement requests, techniques, know-how, comments, feedback, or other input regarding the Software ("Suggestions"). Unless otherwise agreed in writing, vFolio has a royalty-free, worldwide, irrevocable, perpetual license to use, disclose, reproduce, license, distribute, and exploit any Suggestion without restriction or obligation of any kind, and may incorporate into its products any development derived from any Suggestion with no obligation to license or make it available to you.

12. Data Protection

vFolio collects and processes personal data and User Content in accordance with its Privacy Policy, available at https://vfolio.ai/privacy, which is incorporated into this Agreement by reference. Where required by applicable data protection law, vFolio will enter into a Data Processing Agreement upon a business customer's request.

Where you connect an email account to the Software, vFolio requests read-only permissions and does not send, modify, or delete messages on your behalf.

vFolio will implement appropriate technical and organizational measures designed to protect your User Content.

13. Confidentiality

(a) Confidential Information. Each party will treat as confidential any information provided by the other party that is designated as proprietary or confidential, or that a reasonable person familiar with the disclosing party's business would understand to be of a confidential or proprietary nature ("Confidential Information"). For the avoidance of doubt, vFolio's Confidential Information includes the non-public materials described in Section 10, and your Confidential Information includes your User Content.

A party will not disclose the other party's Confidential Information to any third party without prior written consent, nor use it except in performance under this Agreement. Each party shall protect the other's Confidential Information with at least reasonable care and accepts responsibility for the actions of its agents and employees.

(b) Exclusions. Information is not Confidential Information if it: (i) was known prior to receipt from the disclosing party without any obligation of confidentiality; (ii) becomes known from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or publicly available other than through a breach of this Agreement; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

A party may disclose Confidential Information as required by applicable law, legal process, or government regulation, provided it gives the other party reasonable prior written notice where legally permitted and limits the disclosure to what is required.

(c) Specific Performance. If a receiving party discloses or uses, or threatens to disclose or use, Confidential Information in breach of this Section 13, the disclosing party may seek injunctive relief in addition to any other available remedy, the parties acknowledging that other remedies would be inadequate.

14. Term, Suspension, and Termination

(a) Term. This Agreement begins when you first create an account, install, or use the Software and continues until terminated in accordance with this Section 14. Your subscription continues for successive billing periods as described in Section 9 until cancelled.

(b) Termination. This Agreement may be terminated: (i) by you at any time by cancelling your subscription under Section 9(d) and ceasing use of the Software; (ii) by vFolio if you fail to pay any amount due within ten (10) business days after written demand; (iii) by either party if the other materially breaches this Agreement and fails to cure the breach within thirty (30) days following written notice; or (iv) by either party if the other becomes insolvent, resolves to file for bankruptcy, is adjudicated bankrupt, or has a bankruptcy petition filed against it that is not discharged within sixty (60) days.

vFolio may also terminate this Agreement, or discontinue the Software generally, on thirty (30) days' written notice to you, in which case vFolio will refund any fees you prepaid for the unused remainder of your then-current billing period.

(c) Suspension. vFolio may suspend your access to the Software or to any specific feature, immediately and without prior notice where the circumstances reasonably require it, if: (i) your use violates Section 8 or applicable law; (ii) your use poses a security risk to the Software, to vFolio, or to any third party; (iii) your account is overdue for payment; or (iv) suspension is required to comply with law or a valid order of a governmental authority. vFolio will notify you of a suspension as soon as reasonably practicable and will restore access promptly once the cause is resolved. Suspension under this Section does not relieve you of your obligation to pay fees for the affected period unless vFolio terminates under Section 14(b).

(d) Effect of Termination. Upon termination, you and your Authorized Users shall immediately cease all use of the Software. For thirty (30) days following termination you may continue to access and export User Content that vFolio stores on your behalf, after which vFolio may delete it in accordance with the Privacy Policy. User Content stored locally on your own devices is unaffected by termination of this Agreement.

Termination does not limit either party from pursuing any other available remedy, including injunctive relief, or relieve you of your obligation to pay fees that accrued before the effective date of termination.

(e) Survival. Sections 1, 5, 8, 11, 12, 13, 14(d), 15, 16, 17, 19, and 21 survive any expiration or termination of this Agreement.

15. Warranties and Disclaimer

(a) Limited Warranty. Except with respect to the Trial Version, for which vFolio provides no representations, warranties, or covenants, vFolio represents and warrants that: (i) the Software will perform materially as described in vFolio's then-current Documentation; (ii) Support Services will be provided in a professional manner, with reasonable skill and care, and in conformance with generally accepted software industry standards; and (iii) as of the date the Software is made available to you, the Software does not contain any virus or other harmful or malicious code.

Your exclusive remedy for vFolio's breach of the foregoing warranties is that vFolio will, at its option and at no cost to you, either (A) provide remedial services necessary to enable the Software or Support Services to conform to the warranty, or (B) replace any defective Software. If neither option is commercially feasible within a reasonable period, vFolio will refund all prepaid fees for the unused remainder of the applicable Subscription Term and this Agreement will terminate. You agree to provide vFolio with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any nonconformity.

(b) DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 15(a), THE SOFTWARE IS PROVIDED "AS IS" AND VFOLIO AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VFOLIO DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS ERROR FREE, THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE SOFTWARE OR ANY ONLINE SERVICE WILL BE AVAILABLE WITHOUT INTERRUPTION.

YOU ACKNOWLEDGE THAT THE AI FEATURES ARE POWERED BY LARGE LANGUAGE MODELS THAT MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUTS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY OUTPUT GENERATED BY THE AI FEATURES BEFORE RELYING ON IT FOR ANY PURPOSE. THE AI FEATURES DO NOT PROVIDE LEGAL, FINANCIAL, INVESTMENT, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE AND MUST NOT BE RELIED UPON AS A SUBSTITUTE FOR REVIEW BY A QUALIFIED PROFESSIONAL.

No oral or written information or advice given by vFolio, its resellers, dealers, distributors, agents, representatives, or employees shall create any warranty or in any way increase any warranty provided herein.

(c) Limitation. If applicable law requires any warranties other than the foregoing, all such warranties are limited in duration to ninety (90) days from the date of delivery. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The warranty provided herein gives you specific legal rights, and you may have other legal rights that vary by jurisdiction. The limitations and exclusions of warranties, remedies, and liability in this Agreement apply to you only to the extent permitted under the laws of the jurisdiction where you are located.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VFOLIO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT VFOLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VFOLIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VFOLIO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, VFOLIO'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Indemnification

(a) By vFolio. vFolio agrees to defend, at its expense, you and your Affiliates and your respective officers, directors, and employees against any third-party claim, demand, suit, or proceeding ("Third Party Claim") alleging that the Software or your use of it infringes the intellectual property rights of a third party, and will indemnify you against damages finally awarded by a court of competent jurisdiction or in binding arbitration, or agreed by vFolio in settlement, with respect to such Third Party Claim.

vFolio has no obligation with respect to a Third Party Claim arising from: (i) an allegation that does not state with specificity that the Software is the basis of the claim; (ii) the combination of the Software with software, hardware, or other materials not developed by vFolio, if the Software would not infringe without that combination; (iii) modification of the Software by anyone other than vFolio or its authorized contractors, if unmodified Software would not infringe; (iv) Third Party Services; (v) your use of the Software in violation of this Agreement or the Documentation, if the infringement would not have arisen but for that violation; (vi) your failure to install an Update that would have avoided the infringement, provided vFolio made the Update available free of charge and with notice that it was provided to avoid an infringement; (vii) Open Source Software; or (viii) an allegation made against you before you accepted this Agreement.

If vFolio reasonably believes the Software is infringing, vFolio will, at its sole cost, either (A) obtain for you a license to continue using the Software, or (B) modify the Software so that it is no longer infringing without material loss of functionality. If neither option is commercially feasible within a reasonable period, either party may terminate this Agreement on written notice, and vFolio will refund all prepaid fees for the unused remainder of the Subscription Term with respect to the affected Software. This Section 17(a) states vFolio's sole liability and your exclusive remedy for claims of infringement or misappropriation of third-party intellectual property rights.

(b) By You. You agree to defend, at your expense, vFolio and its officers, directors, and employees against any Third Party Claim arising out of or relating to (i) your use of the Software in violation of this Agreement, or (ii) your User Content, including any claim that your User Content infringes or misappropriates the intellectual property or privacy rights of a third party or was uploaded, stored, or processed in violation of applicable law, and will indemnify vFolio against damages finally awarded or agreed by you in settlement with respect to such Third Party Claim.

(c) Process. Each party's obligations under this Section 17 are conditioned on the indemnified party (i) promptly notifying the indemnifying party in writing of any claim for which it seeks indemnification, provided that failure to give prompt notice relieves the indemnifying party only to the extent it was prejudiced; (ii) giving the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party may not settle in a manner adverse to the indemnified party or imposing liability on it without prior written consent not to be unreasonably withheld, and provided further that the indemnified party may participate in the defense at its own expense; and (iii) providing reasonable assistance in the defense and settlement of the claim at the indemnifying party's expense.

18. Copyright and Unlawful Content

(a) Notices of copyright infringement. vFolio respects the intellectual property rights of others and responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that content made available through the Software’s Link Sharing or Electronic Signature features infringes a copyright you own or are authorized to enforce, send a written notice to privacy@vfolio.ai.

Your notice must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material claimed to be infringing, together with information reasonably sufficient to permit vFolio to locate it, such as the share link; (iv) your name, address, telephone number, and email address; (v) a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notices that do not substantially comply with these requirements may not be actionable. You may be liable for damages, including costs and attorneys’ fees, if you knowingly materially misrepresent that material is infringing.

(b) Counter-notification. If your content was removed or disabled and you believe the removal resulted from mistake or misidentification, you may send a counter-notification to privacy@vfolio.ai containing: (i) your physical or electronic signature; (ii) identification of the material removed and the location at which it appeared before removal; (iii) a statement under penalty of perjury that you have a good-faith belief the material was removed as a result of mistake or misidentification; and (iv) your name, address, and telephone number, together with a statement that you consent to the jurisdiction of the federal court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which vFolio may be found, and that you will accept service of process from the person who provided the original notice or their agent.

If vFolio receives a valid counter-notification, it may restore the removed material in accordance with the DMCA.

(c) Repeat infringers. vFolio will, in appropriate circumstances, terminate the accounts of users who are repeat infringers.

(d) Other unlawful content. If you believe that content made available through the Software is unlawful for reasons other than copyright infringement, notify vFolio at privacy@vfolio.ai with a description of the content, its location, and the basis for your belief. vFolio will review the report and may remove or disable access to the content.

19. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

For business users: any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco, California, and each party irrevocably consents to the personal jurisdiction of those courts.

For individual consumers: nothing in this Agreement deprives you of any mandatory consumer protection rights granted under the laws of your jurisdiction of residence. Where required by applicable consumer protection law, disputes may be resolved in the courts of your place of residence.

This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods and without regard to the Uniform Computer Information Transactions Act. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

20. Enterprise Orders

This Section applies only if you purchased a subscription under a separately executed Order Form. To the extent of any conflict between this Section and the rest of this Agreement, this Section governs.

(a) Fees and invoicing. In place of Section 9(a) through 9(d), you shall pay the fees specified in the Order Form within thirty (30) days from receipt of vFolio's complete, accurate, and undisputed invoice. If your internal procedures require a purchase order before payment, you are responsible for issuing it to vFolio prior to delivery of the Software license key, and your failure to do so does not extend or obviate your payment obligations.

(b) Subscription Term and renewal. Each Order Form commences on the subscription start date noted in it and continues for the Subscription Term set out in it. Unless either party gives written notice of termination at least thirty (30) days prior to the end of the then-current Subscription Term, the Subscription Term extends for an additional twelve (12) months on each anniversary of the subscription start date. Prior to a renewal Subscription Term you shall either submit a purchase order or pay the applicable fees in full; if you do not, the Subscription Term terminates on commencement of the renewal term without further action by either party.

(c) Certification on termination. In addition to Section 14(d), you shall certify in writing to vFolio within thirty (30) days after termination that the Software and all copies of it have been destroyed, purged, or returned to vFolio.

(d) Confidentiality of commercial terms. The fees payable under an Order Form and the terms of that Order Form are vFolio's Confidential Information under Section 13.

(e) Precedence. The license limitations and entitlements set out in an Order Form and the Documentation supplement this Agreement and supersede any conflicting terms for purposes of determining the license limitations and entitlements applicable to you and your Authorized Users.

21. General Provisions

(a) Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Either party may assign this Agreement in its entirety, without consent, to an Affiliate or to a successor in a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, stock, or business to which this Agreement relates. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

(b) Notices. Notices under this Agreement shall be in writing and are deemed given when delivered personally, sent by confirmed email, or sent by recognized overnight courier to the addresses specified in your account or Order Form. vFolio may also provide notice to you through the Software.

(c) Changes to this Agreement. vFolio may modify this Agreement from time to time. If vFolio makes a material change, it will provide notice through the Software or by email to the address associated with your account before the change takes effect, and will update the Last Updated date above. Your continued use of the Software after the change takes effect constitutes acceptance of the modified Agreement. If you do not agree to a modification, your remedy is to stop using the Software and cancel your subscription under Section 9(d).

(d) Force Majeure. vFolio is not liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services or infrastructure.

(e) Export Compliance. You agree to comply with all applicable export control laws and regulations in connection with your use of the Software. You represent that you are not located in, and are not a resident or national of, any country subject to U.S. trade sanctions.

(f) Entire Agreement. This Agreement, together with any Order Form and all documents linked herein, contains the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. Any varying or additional terms contained in a purchase order or other document issued by you shall be of no effect. Your agreement is not contingent upon the delivery of any future functionality or feature not specified in this Agreement or an Order Form, or upon any oral or written, public or private comment made by vFolio regarding future functionality.

(g) Waiver. A party's failure or delay in exercising any right under this Agreement, or upon any breach, is not a waiver of that right or of the breach. There are no third-party beneficiaries to this Agreement. Neither party is an employee, agent, or legal representative of the other for any purpose, and neither has authority to bind the other in any manner.

(h) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

(i) U.S. Government Users. The Software and its Documentation are "Commercial items," "Commercial computer software," and "Computer software documentation" as defined by the Federal Acquisition Regulations ("FAR") and Defense Federal Acquisition Regulations Supplement ("DFARS"). Pursuant to FAR 12.211, FAR 12.212, DFARS 227.7202-1 through 227.7202-4, and their successors, the U.S. Government acquires the Software and its documentation subject to the terms of this Agreement.

(j) Construction. Section titles are for convenience only and are not to be considered in construing this Agreement. Unless the context clearly requires otherwise: references to the plural include the singular and vice versa; "or" has the inclusive meaning of "and/or"; "including" means "including without limitation"; and "hereunder," "herein," and "hereof" relate to this Agreement as a whole. Any reference to a statute, rule, regulation, or agreement includes it as modified or amended from time to time. This Agreement shall be fairly interpreted in accordance with its terms without strict construction in favor of or against either party, and ambiguities shall not be interpreted against the drafting party.

(k) Contact. Questions about this Agreement may be sent to privacy@vfolio.ai.