This is a License and Services Agreement (“License”) between Vectr conducting business or transactions through https://vectr.com/ (“Site”) and the licensee (“You”) who subscribes to our premium subscription plan or credit pack of the Site (“Services”). By subscribing to or using our Services, You agree to be bound by this License, our Terms of Use, Privacy Policy and Cookie Policy (collectively known as the “Agreements”), which are incorporated herein by reference. In the event of any inconsistency, this License shall prevail.

1. Grant of License

We own all rights (including intellectual property rights), titles and interests in and to the Services and we hereby grant You a non-exclusive, non-transferable, worldwide and revocable license to use the Services.

In accordance with this License and provided that You have successfully subscribed to a respective subscription plan or credit pack of Vectr which is subject to payment of a fee (“Paid Subscription”), You can use the content generated by the Services (“Content”) for personal use, advertising, marketing or promotional purposes only. For the avoidance of doubt, You shall not use the Content for any resale or other commercial purposes.

You are solely responsible for the usage of the Content, including that it does not violate any applicable law or infringe any rights of third parties.

2. Restrictions

You shall NOT:

• (a) use the Content generated by the Services for any advertising, marketing or promotional purposes if You do not have a Paid Subscription;
• (b) use the Services in a way that infringes, misappropriates or violates any person’s rights;
• (c) reverse engineer, decompile or disassemble the Services;
• (d) use the Services or Content to defame, harass, threaten, menace or offend any person; and
• (e) use the Services or Content for unlawful or unethical purposes, including but not limited to, the creation of offensive, abusive, defamatory, pornographic, threatening or obscene content.

3. Indemnity by Vectr

Provided that You have not breached this License and the Agreements, Vectr agrees to defend, indemnify and hold You harmless up the Liability Cap (as defined below). Such indemnification shall only apply to claims for damages directly attributable to Vectr’s breach of the warranties and representations in this License, arising out of or directly connected to any valid actual or threatened third-party lawsuit, claim or legal proceeding. This indemnification is on the condition that You give Vectr:

• (a) no later than five (5) business days' written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to info@vectr.com, Attention: General Counsel;
• (b) full information, assistance and cooperation for the defense or settlement thereof; and
• (c) at Vectr’s option, sole control of any defense, settlement or action related thereto.

Vectr shall not be responsible for any claim settled without Vectr’s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein. For the avoidance of doubt, this Clause 3 and Clause 4 below shall not be applicable to You if You are under the Vectr free services.

4. Liability Cap

Vectr’s maximum aggregate liability to You for all claims (accessed collectively) under Clause 3 shall be limited to Twenty-Five Thousand United States Dollars (US$ 25,000) or the total amount paid by You to Vectr for the use of the Services in the past six (6) months immediately preceding the date on which the claim giving rise to the liability arose, whichever the lower (“Liability Cap”).

5. Indemnification

You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third-party claims, losses, liability, damages, and/or costs (including attorney fees and costs) arising from your access to or use of the Services and/or the Content, or your infringement of any intellectual property rights.

6. Termination

This License is effective until terminated by either party. You may terminate this License at any time for any reason by discontinuing the use of the Services. We also may terminate this License at any time without notice if You materially breach this License or there is any change in relationship with third-party technology providers beyond our control or to comply with the law. Upon termination, You will stop using our Services and You will promptly destroy all the Content.

7. Governing Law

This License shall be governed by the laws of Singapore, without regard to the conflict of law principles. All disputes arising out of or in connection with the performance of our Services or this License shall be settled through friendly negotiations. If the parties are unable to resolve any dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”). The number of arbitrators shall be one (1) and the language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

You also fully agree to the class action waiver provisions and all disputes must be brought on an individual basis.

Last Updated: 27 June 2023

By subscribing to a Paid Subscription and using the Services, You confirm that You have read, understood and agree to be bound by this License. We reserve the right to modify this License at any time, at our sole discretion and without notice to You. Your continued use of the Services after any changes means you agree to such change.