Vortex Terms of Service

Effective Date: September 29, 2025

  1. Acceptance of Terms

    These Terms of Service ("Terms") govern your access to and use of Vortex's invitation infrastructure platform and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you may not use the Service.

  2. Service Description

    Vortex provides drop-in infrastructure for managing user invitations and team growth ("Invitations as a Service" or "IaaS"). The Service includes:
    • Multi-channel invitation delivery (email, SMS, Slack, WhatsApp, native shares).
    • Invitation tracking and analytics.
    • Automated engagement sequences and re-invitation campaigns.
    • A/B testing capabilities.
    • Visual workflow builder.
    • Integration tools and APIs.

  3. Eligibility and Account Registration

    1. You must be at least 18 years old and have the authority to enter into these Terms on behalf of your organization.
    2. You must provide accurate, complete, and current registration information and maintain the security of your account credentials.
    3. You are responsible for all activities that occur under your account.

  4. Acceptable Use

    1. Permitted Use. You may use the Service solely for facilitating legitimate user invitations and team growth within your application or service.
    2. Prohibited Activities. You agree NOT to:
      • Send spam, unsolicited communications, or violate anti-spam laws (CAN-SPAM, GDPR, CASL, etc.).
      • Use the Service to transmit malicious code, viruses, or harmful content.
      • Engage in fraudulent activities or misrepresent invitation sources.
      • Reverse engineer, decompile, or attempt to extract the Service's source code.
      • Use the Service to compete with Vortex or build a competing product.
      • Exceed rate limits or attempt to circumvent usage restrictions.
      • Share account credentials or allow unauthorized access.
      • Send invitations to purchased, scraped, or non-consensually obtained contact lists.
      • Violate any applicable laws, regulations, or third-party rights.
    3. Compliance. You are solely responsible for ensuring your use of the Service complies with all applicable laws, including data protection regulations (GDPR, CCPA, etc.), anti-spam laws, and telecommunications regulations.

  5. Your Data and Privacy

    1. Customer Data Ownership. You retain all ownership rights to data you submit to the Service, including contact information, invitation content, and user data ("Customer Data").
    2. License to Process Data. You grant Vortex a worldwide, limited-term license to host, process, transmit, and display Customer Data solely to provide the Service.
    3. Data Responsibilities. You represent and warrant that:
      • You have obtained all necessary consents and permissions to submit Customer Data to Vortex.
      • Customer Data does not violate any third-party rights or applicable laws.
      • You have provided appropriate privacy notices to individuals whose data you process through the Service.
    4. Data Protection. Vortex will maintain appropriate technical and organizational measures to protect Customer Data as described in our Data Processing Addendum (DPA), which is incorporated by reference.
    5. Prohibited Data. Unless explicitly agreed in writing, you may not transmit through the Service highly sensitive data subject to special regulation, including:
      • Protected health information (PHI).
      • Credit card numbers or full payment card data.
      • Social security numbers or similar government identifiers.

  6. Usage Limits and Restrictions

    1. Your subscription includes specified limits on invitation volume, active users, and API calls as detailed in your Order Form.
    2. Vortex may implement rate limiting, throttling, or temporary suspension if your usage significantly exceeds your plan limits or threatens system stability.
    3. Overages may result in additional charges as specified in your pricing plan.

  7. Intellectual Property

    1. Vortex IP. Vortex and its licensors retain all rights, title, and interest in the Service, including all intellectual property rights. These Terms grant you only a limited right to use the Service.
    2. Customer IP. Subject to Section 5.2, you retain all rights to your Customer Data and application.
    3. Feedback. Any suggestions, ideas, or feedback you provide about the Service may be used by Vortex without obligation or compensation to you.
    4. Usage Data. Vortex may collect and use aggregated, anonymized usage data for product improvement, analytics, and benchmarking purposes.

  8. Fees and Payment

    1. Fees. You agree to pay all fees specified in your Order Form or pricing plan.
    2. Payment Terms. Unless otherwise specified, fees are due within 30 days of invoice date.
    3. Auto-Renewal. Subscriptions automatically renew for equivalent periods unless you provide written notice of non-renewal at least 30 days before the current term ends.
    4. Late Payment. Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law) and may result in service suspension after 15 days' written notice.
    5. No Refunds. Fees are non-refundable except as expressly stated in these Terms or required by law.
    6. Taxes. Fees exclude all applicable taxes, which are your responsibility unless you provide a valid tax exemption certificate.

  9. Free Trials and Beta Features

    1. Free trials and beta features are provided "AS IS" without warranties.
    2. Vortex may modify or terminate beta features at any time without notice.
    3. Data entered during free trials may be deleted upon trial expiration unless you convert to a paid subscription.
    4. Vortex has no liability for issues arising from free trials or beta features, except where prohibited by law.

  10. Service Level and Availability

    1. Vortex will use commercially reasonable efforts to make the Service available 24/7, excluding scheduled maintenance and unplanned outages.
    2. Specific uptime commitments and service credits, if any, are detailed in a separate Service Level Agreement (SLA).
    3. Vortex is not responsible for unavailability caused by factors beyond our reasonable control, including third-party services, your infrastructure, or force majeure events.

  11. Suspension and Termination

    1. Suspension for Cause. Vortex may immediately suspend your access if: your usage violates these Terms or applicable laws; your account poses a security risk or threatens system integrity; or you fail to pay fees when due (after 15 days' written notice).
    2. Termination for Breach. Either party may terminate if the other party materially breaches these Terms and fails to cure within 30 days of written notice.
    3. Termination for Convenience. Either party may terminate by providing 30 days' written notice before the end of the current subscription term.
    4. Effect of Termination:
      • You must immediately cease using the Service.
      • You remain liable for all fees incurred through the termination date.
      • You may retrieve your Customer Data for 30 days post-termination as described in our Trust & Compliance documentation.
      • Sections that by their nature should survive will continue to apply.

  12. Warranties and Disclaimers

    1. Mutual Warranties. Each party warrants that it has the authority to enter into these Terms.
    2. Service Warranty. Vortex warrants that the Service will perform materially in accordance with our documentation. Your sole remedy for breach of this warranty is re-performance or, if Vortex cannot cure within a reasonable time, a pro-rata refund of prepaid fees for the non-conforming Service.
    3. DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VORTEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

  13. Limitation of Liability

    1. Liability Cap. EXCEPT FOR SECTION 13.2, EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
    2. Indemnification Cap. FOR INDEMNIFICATION CLAIMS UNDER SECTION 14, TOTAL LIABILITY SHALL NOT EXCEED THREE TIMES THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
    3. Excluded Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.
    4. Exceptions. These limitations do not apply to:
      • Either party's indemnification obligations.
      • Your payment obligations.
      • Your breach of Section 4 (Acceptable Use) or Section 7 (Intellectual Property).
      • Liability that cannot be limited by law.

  14. Indemnification

    1. By Vortex. Vortex will defend you against third-party claims that the Service infringes a patent, copyright, or trademark, and will pay resulting judgments or settlements. If the Service becomes subject to an infringement claim, Vortex may:
      • Obtain rights for continued use.
      • Replace or modify the Service to be non-infringing.
      • Terminate the Service and refund prepaid fees.
    2. By You. You will defend Vortex against third-party claims arising from: (a) your Customer Data, (b) your use of the Service in violation of these Terms, or (c) your violation of applicable laws, and will pay resulting judgments or settlements.
    3. Process. The indemnified party must: (a) promptly notify the indemnifying party of the claim, (b) provide reasonable cooperation, and (c) grant sole control over defense and settlement (provided settlements do not include liability admissions by the indemnified party).

  15. Confidentiality

    1. Confidential Information. Each party agrees to protect the other party's confidential information using at least reasonable care, and not to disclose or use it except as necessary to perform under these Terms.
    2. Your Customer Data is your confidential information. The Service, pricing, and these Terms are Vortex's confidential information.
    3. Exceptions. Confidential Information excludes information that:
      • Is publicly available.
      • Was rightfully known prior to disclosure.
      • Is independently developed.
      • Is received from a third party without confidentiality obligations.

  16. Third-Party Services

    1. The Service may integrate with third-party services (e.g., Slack, WhatsApp, email providers, SMS gateways). Your use of third-party services is governed by their respective terms.
    2. Vortex is not responsible for third-party services, their availability, performance, or data practices.
    3. You are responsible for obtaining necessary licenses or permissions for third-party service integrations.

  17. Changes to Service and Terms

    1. Vortex may modify the Service or these Terms by providing 30 days' notice for material changes that negatively impact you.
    2. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms.
    3. Vortex will not materially diminish security protections during your subscription term.

  18. General Provisions

    1. Governing Law. These Terms are governed by the laws of the State of Delaware, excluding conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.
    2. Jurisdiction. Any disputes shall be resolved exclusively in state or federal courts located in Wilmington, Delaware. Both parties consent to personal jurisdiction and venue in these courts.
    3. Assignment. You may not assign these Terms without Vortex's prior written consent. Vortex may assign these Terms to an affiliate or in connection with a merger or sale of substantially all assets.
    4. Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control (excluding payment obligations).
    5. Export Compliance. You will comply with all applicable export control laws and will not provide access to the Service to sanctioned parties or in embargoed jurisdictions.
    6. Entire Agreement. These Terms, together with your Order Form and referenced documents, constitute the entire agreement and supersede all prior agreements regarding the subject matter.
    7. Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary while preserving the parties' intent.
    8. Notices. Legal notices must be sent in writing to the addresses specified in your Order Form and to legal@vortexsoftware.com for Vortex, with "Legal Notice" in the subject line.
    9. No Waiver. Failure to enforce any provision does not waive the right to enforce it later.
    10. Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, or employment relationship.

Contact Information: For questions about these Terms, contact: legal@vortexsoftware.com

Last Updated: October 6, 2025