01 Acceptance of Terms & Authority
These Terms of Use ("Terms") govern access to and usage of the websites, software, APIs, developer sandboxes, autonomous agents, and fraud defense infrastructure provided by VCare Services ("VCare", "we", "us", or "our").
If you are entering into these Terms on behalf of an enterprise, company, or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. If you do not possess such authority, or if you do not agree with any part of these Terms, you must not access or utilize our Services.
02 Autonomous Platform Services Provisioning
Subject to your compliance with these Terms and any applicable Enterprise Service Order or Master Services Agreement (MSA), VCare grants you a non-exclusive, non-transferable, revocable right to access and use our autonomous enterprise platforms during the subscription term.
Our services encompass autonomous business workflow orchestration, machine-learning-driven ERP synchronization, real-time transaction heuristics, and proactive fraud interception APIs. We continuously refine, update, and deploy enhancements to our platform models to maintain operational resilience and defense superiority.
03 Enterprise Accounts & Credential Security
Authorized enterprise accounts must adhere strictly to modern security baselines:
- You are solely responsible for maintaining the confidentiality of API access keys, cryptographic tokens, admin credentials, and webhook endpoints.
- Multi-factor authentication (MFA) or SSO/SAML integration is mandatory for all privileged administrative accounts.
- You must immediately notify VCare at info@vcareservices.com upon detecting any compromise of API keys or unauthorized access to your tenant enclave.
04 Intellectual Property Rights & Patents
VCare Services and its licensors retain all right, title, and interest (including worldwide patents, copyrights, trade secrets, trademarks, proprietary algorithms, neural model weights, and software architectures) in and to the Services.
Nothing in these Terms grants you any ownership interest in our autonomous engine or underlying neural infrastructure. You retain all right, title, and ownership of your proprietary enterprise data, customer records, and transaction payloads transmitted to the Services.
05 Acceptable Use Policy & Restrictions
You agree that you will not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or derive the source code or proprietary weights of our autonomous models.
- Conduct adversarial prompt injection, jailbreaking, or automated denial-of-service stress tests without prior written authorization from VCare security leadership.
- Utilize the Services for unlawful surveillance, fraudulent activity, money laundering, unauthorized biometric profiling, or in violation of export control regulations.
- Resell, sublicense, or operate our platform as a multi-tenant bureau without an executed strategic OEM or partner agreement.
06 Autonomous Decisioning, Fail-Safes & SLAs
Our autonomous platforms operate with sub-15 millisecond decision latencies designed to flag or block fraudulent events automatically. While our algorithms achieve industry-leading 99.9% precision, you acknowledge that autonomous AI systems operate on probabilistic neural heuristics.
Enterprise tiers include configurable human-in-the-loop escalation thresholds and administrative override toggles. Standard Service Level Agreements (SLAs) regarding API availability and uptime (e.g. 99.95%) are governed by your enterprise agreement.
07 Fees, Subscriptions & Billing
Fees for enterprise deployment, dedicated compute instances, and API volume throughput are set forth in the applicable Service Order. All fees are stated in United States Dollars (USD) and are non-refundable except as explicitly provided in an executed MSA.
Invoices are due within thirty (30) calendar days from receipt. You are responsible for all applicable sales, use, excise, or value-added taxes (VAT) associated with your subscription, excluding taxes based on VCare's net corporate income.
08 Confidentiality & Non-Disclosure
"Confidential Information" encompasses all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), including technical specifications, investor deck contents, platform architectures, pricing models, and client transaction logs.
The Receiving Party agrees to protect Confidential Information with the same degree of care it uses for its own sensitive data (and no less than reasonable care), and shall not disclose such information to third parties without prior written consent, except to authorized employees and sub-processors on a strict need-to-know basis.
09 Disclaimers of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN AN EXECUTED ENTERPRISE SLA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, VCARE SERVICES DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
EXCEPT FOR WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, VCARE'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO VCARE FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11 Mutual Indemnification
VCare will defend you against third-party claims alleging that our core software infringes a valid patent, copyright, or trademark, and will indemnify you for damages awarded by a court of competent jurisdiction. Conversely, you agree to defend and indemnify VCare against third-party claims arising from your breach of the Acceptable Use Policy or unlawful payload contents.
12 Suspension & Termination
Either party may terminate for material breach if such breach remains uncured for thirty (30) days following written notice. VCare reserves the right to immediately suspend API access if your account is actively exploited in an automated cyberattack or presents an acute threat to the shared infrastructure. Upon termination, client data will be returned or sanitized in accordance with our data retention schedule.
13 Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms shall be resolved through confidential, binding commercial arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules.
14 Legal Notices & Contact Information
Formal legal notices under these Terms must be sent in writing to:
VCare Services Legal Department
Email: info@vcareservices.com
Attention: Office of the General Counsel • VCare Services