Terms of Service

Acceptance of Terms

Welcome to Vexrail! These Terms of Service ("Terms") govern your access to and use of the website located at vexrail.com (the "Site") and the associated analytics and monetization services, software, and SDK (software development kit) provided by Vexrail Pte. Ltd. ("Vexrail," "we," "us," or "our"). Vexrail Pte. Ltd. is a company registered in Singapore (UEN: 202543343R). By accessing or using our Site or Services, you agree to be bound by these Terms and our Privacy Policy and Cookie Policy, which are incorporated herein by reference. If you are using the Services on behalf of an organization (such as a company that is a publisher or advertiser), you are agreeing to these Terms for that organization and you represent that you have the authority to bind that organization to these Terms.

PLEASE READ THESE TERMS CAREFULLY before using our Services. If you do not agree with these Terms, you must not use the Site or Services.

We reserve the right to update or modify these Terms from time to time. If we make material changes, we will notify you by updating the "Last Updated" date at the top of this page and, if you have an account, by providing notice via email or within the dashboard. Your continued use of the Services after any such modifications constitutes your acceptance of the new Terms. If you do not agree to any updated Terms, you should stop using the Services.

Description of Services

Vexrail provides a contextual analytics and advertising platform for AI applications (e.g., large language model chatbots and similar AI-driven services). Our Services include:

• Analytics SDK: A software development kit that LLM app developers ("Publishers") can integrate into their AI applications to capture prompt and response events for analytics.
• Dashboard and API: A web dashboard and APIs that provide analytics insights (such as prompt volumes, user intent clustering via PromptGraph™, and monetization metrics like IntentScore™) and enable monetization features (like contextual affiliate links or ads via BrandGuard™ and related tools).
• Ad Monetization Infrastructure: Contextual ad serving and affiliate recommendation tools that allow Advertisers to reach users within AI-driven conversations in a privacy-friendly manner. Ads and recommendations are delivered based on the context of the user's interaction (keywords, intent, etc.) rather than personal profiles, aligning with our privacy-first approach.

The Services are provided to Publishers and Advertisers for their business use, enabling them to understand user interactions with AI applications and to monetize those interactions in a user-friendly, privacy-preserving way. We do not provide any consumer-facing AI application or service; end users of Publisher applications do not have accounts with Vexrail and typically will not interact with us directly.

The Services are continually evolving, and we may add, remove, or modify features as part of our effort to improve the platform. Any new features or tools added to the current Services will also be subject to these Terms (unless accompanied by separate terms).

Eligibility and Accounts

Our Services are intended for use by businesses and individuals acting in a professional capacity (e.g., developers building LLM apps, companies looking to monetize AI apps, advertisers targeting AI application users). By using the Services, you represent and warrant that:

• You are at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to form a binding contract.
• If you are accessing or using the Services on behalf of a company or other legal entity, you have authority to bind that entity to these Terms, and you agree to these Terms on the entity's behalf.
• You are not barred from using our Services under any applicable laws, and you will only use the Services in compliance with these Terms and all applicable laws.

To use certain parts of the Services (such as the publisher analytics dashboard or advertiser campaign management tools), you may need to register for an account. When registering, you agree to provide true, accurate, current, and complete information about yourself and/or your organization as prompted by the registration form. You are responsible for maintaining the confidentiality of your account credentials (such as login information, API keys) and for all activities that occur under your account. You must notify us immediately at support@vexrail.com of any unauthorized use of your account or any other breach of security. Vexrail will not be liable for any loss or damage arising from your failure to safeguard your account credentials.

No End User Accounts or Payments: We do not offer accounts to individual end users of our customers' AI applications, and our platform does not require end users to sign up or provide personal information to Vexrail. Likewise, Vexrail does not directly process payments from end users. Any financial transactions related to the Services (for example, advertiser payments for ad campaigns or revenue share payouts to publishers) are handled through separate arrangements (such as invoicing or third-party payment processors) and not through user-facing payment flows on our Site.

License and Permitted Use

Subject to your compliance with these Terms, Vexrail grants you a limited, non-exclusive, non-transferable, revocable license to:

• Integrate the SDK: Download and integrate our Vexrail SDK into your owned or operated AI applications or platforms, solely for the purpose of sending event data (prompts, responses, interactions) to Vexrail and enabling Vexrail's analytics and monetization features in your application.
• Use the Dashboard and APIs: Access and use the Vexrail web dashboard and application programming interfaces (APIs) for your internal business purposes, such as viewing analytics reports, configuring your integration (e.g., setting up BrandGuard ad placements or filters), and retrieving data or recommendations to incorporate into your AI application.

All use of our SDK, dashboard, and APIs must be in accordance with any documentation or guidelines provided by Vexrail. You are responsible for maintaining the security of any API keys or authentication credentials. You must not share these credentials with unauthorized persons or use them for any unauthorized purpose.

Except for the limited rights expressly granted above, all rights, title, and interest in and to the Services (including the SDK, dashboard, APIs, and underlying technology) are and will remain the exclusive property of Vexrail and its licensors. No rights are granted to you under these Terms other than as expressly set forth herein. You agree not to remove or alter any proprietary notices on any copies of the SDK or other Vexrail materials.

Prohibited Activities

You agree that you will not, and will not permit any third party to, misuse the Services. By way of example and without limitation, you shall not:

• Violate Laws or Rights: Use the Services in any manner that violates any applicable law or regulation, or in any manner that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other rights of any person or entity.
• Collect Personal Data: Use the Services or integrate the SDK in a way that collects or transmits personally identifiable information (PII) of end users to Vexrail. Our platform is designed to operate without PII, and you agree not to intentionally send us any PII. This includes (but is not limited to) not configuring the SDK to capture users' names, contact information, government IDs, precise locations, or any sensitive personal data. If you discover that PII has been inadvertently transmitted to Vexrail, you should notify us and work with us to remove or anonymize such data. You are responsible for ensuring that your implementation of our SDK and use of our Services comply with all applicable privacy laws (e.g., PDPA, GDPR, CCPA), including providing any necessary notices or obtaining any required consents from end users.
• Reverse Engineering: Attempt to copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any aspect of the Services (including the SDK and software) or otherwise seek to derive source code or underlying ideas or algorithms from the Services, except to the limited extent permitted by applicable law (and then only with prior notice to us).
• Interfere with the Services: Interfere with or disrupt the operation of the Services or the servers, networks, or systems connected to the Services. This includes not engaging in any activity that could overwhelm, spam, or overload the Vexrail infrastructure (e.g., a denial-of-service attack) or using automated means (such as bots or scrapers) to access the Services in a manner that sends more requests to our servers than a human can reasonably produce in the same time.
• Introduce Malicious Code: Upload, transmit, or distribute any viruses, worms, malware, or any other code intended to harm or hijack the operation of the Services, the Site, or any user's device.
• Circumvent Security: Bypass, circumvent, or attempt to defeat any security or authentication measures that Vexrail has put in place to protect the Services and data.
• Unauthorized Access: Access (or attempt to access) any feature or area of the Services that you are not authorized to access, or attempt to elevate your access privileges (e.g., accessing someone else's data or account).
• Misrepresentation and Misuse of Vexrail: Misrepresent your affiliation with Vexrail or impersonate any person or entity. You shall not imply any partnership or joint offering with Vexrail without our prior written consent. Additionally, you must not use Vexrail's Services or branding in a manner that could falsely suggest an endorsement, partnership, or certification by Vexrail of your product or service.
• Resell or Unauthorized Commercial Exploitation: Sell, rent, lease, sublicense, redistribute, or syndicate access to the Services to any third party (e.g., as a service bureau or as part of a time-sharing arrangement) without our prior written approval. (This does not prohibit you from using the analytics and data obtained through our Services for your own business purposes, but you cannot provide Vexrail's analytics as a standalone product to others.)
• Competitive Use: Use the Services for the purpose of developing or enhancing a competing product or service. You shall not use any portion of our analytics (e.g., PromptGraph™ clusters, IntentScore™ metrics) or any confidential information derived from our Services to build a product that competes with Vexrail.
• Unacceptable Content: Use the Services to distribute or facilitate the distribution of any content that is unlawful, harmful, threatening, defamatory, obscene, infringing, or otherwise objectionable. For example, if you use our monetization features, you should not serve ads or affiliate content that violate any laws or third-party rights or that would violate our Advertiser/Publisher content guidelines (if provided separately).

If you are unsure whether a particular use of the Services is permitted, please contact us. Vexrail reserves the right to investigate any violation of these Terms or misuse of the Services. We may suspend or terminate access for any user or account we suspect is violating these Terms, and/or we may take appropriate legal action.

Intellectual Property Rights

All intellectual property rights in and to the Services, and all components thereof, are owned by or licensed to Vexrail. This includes (but is not limited to) all software, technology, algorithms, data (excluding Your Content, defined below), compilations of data, user interfaces, dashboards, features, designs, and documentation.

The Vexrail name and logo, and all related product and service names (including PromptGraph™, IntentScore™, BrandGuard™ and any other trademarks listed on our Site) are trademarks of Vexrail Pte. Ltd. or its affiliates. You are not permitted to use these marks without our prior written consent, except as necessary to factually refer to our Services (for example, you may state that your app uses Vexrail analytics, or use an official "Powered by Vexrail" badge if provided).

Your Content and Data: In using our Services, you (or your end users) may submit or generate content and data that is collected by Vexrail (collectively, "Your Content"). For example, Your Content includes the prompts and responses from your AI application (in truncated or embedded form) and any other data transmitted via the SDK, as well as any configurations or information you input into the dashboard (like labels, settings, or any custom data). As between you and Vexrail, you retain any ownership rights you have in Your Content.

You hereby grant Vexrail a non-exclusive, worldwide, royalty-free license to host, store, transfer, display, perform, reproduce, and process Your Content for the purposes of providing the Services to you and your end users, and for Vexrail's internal business purposes related to improving the Services. This includes the right to use and manipulate Your Content to generate analytics, results, and insights (for example, to cluster prompts, compute scores, or deliver contextual ads). We may also derive aggregated and anonymized data from Your Content (e.g., average metrics across many users or generalized trends) and use that aggregated data for product improvement, research, and marketing, provided that such aggregated data does not identify you, your organization, or any individual and does not reveal any proprietary information of yours.

You represent and warrant that you have obtained all necessary rights, permissions, and consents to provide Your Content to Vexrail and to grant the above license. You are responsible for the legality, reliability, and quality of Your Content. If you are a Publisher, this means, for example, that you have a lawful basis to collect the data from your end users that you send to Vexrail (such as user consent or another legal basis) and that by providing it to Vexrail, you are not violating any privacy policy or agreement with your users.

Except for the rights expressly granted in these Terms, we obtain no other rights in Your Content. You have the right to export or delete Your Content from our Services, subject to our retention policies as described in our Privacy Policy. Upon termination of your account, we will delete or anonymize Your Content in accordance with our Privacy Policy and any Data Processing Addendum in place, subject to any legal obligations to retain data.

Feedback: If you choose to provide us with any suggestions, comments, or other feedback about the Services ("Feedback"), you acknowledge that Vexrail is free to use and incorporate such Feedback in any manner, without any obligation to you. You hereby grant Vexrail a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate any Feedback you provide into our products and services.

Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy, which is hereby incorporated into these Terms. The Privacy Policy details how we collect, use, and protect information (including personal data) when providing our Services. By using the Services, you agree to the practices described in the Privacy Policy.

If you are a Publisher integrating our Services into your AI application, you are responsible for informing your end users about Vexrail's data collection on your behalf and obtaining any necessary consents. At a minimum, you should:

• Maintain a clear and accessible privacy policy for your application that discloses the use of third-party analytics and advertising services (such as Vexrail) and explains what data is collected (e.g., "contextual interaction data" or similar) and for what purposes.
• Comply with all applicable privacy and data protection laws, including but not limited to Singapore's PDPA, the EU's GDPR, and the California CCPA, as relevant. This may include providing notice and obtaining consent for the use of cookies or similar technologies (if applicable on your app/website) and honoring user opt-out or data access/delete requests.
• If required by law or by platforms (like app stores), obtain user consent for the collection of analytics data or the serving of contextual ads. Although Vexrail does not collect personal data, consent mechanisms (like a cookie consent banner or an in-app prompt) may still be advisable in certain jurisdictions.
• Refrain from sending Vexrail any data that is outside the scope of what is described in our Privacy Policy or that violates any law or rights of individuals.

Vexrail will act as a "data intermediary" or "data processor/service provider" for the personal data it handles on your behalf, as defined under relevant laws. We will use such data only for the purposes of providing the Services to you and in accordance with our Privacy Policy and any applicable Data Processing Addendum (DPA). If required for GDPR compliance, we are willing to sign a DPA governing our processing of personal data on your behalf.

Both you and Vexrail agree to implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, and against accidental loss, destruction, damage, theft, or disclosure. You should secure any API keys or confidential credentials, and notify Vexrail immediately if you suspect any data breach or security incident involving the Services.

For more details on privacy and data security, please refer to our Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to personal data handling, the Privacy Policy will govern.

Disclaimer of Warranties

THE SERVICES (INCLUDING THE SDK, DASHBOARD, APIs, WEBSITE, AND ALL CONTENT PROVIDED THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VEXRAIL DISCLAIMs ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the generality of the foregoing, Vexrail makes no warranty or representation that:

• The Services will meet your requirements or achieve any intended results (for example, we do not guarantee any particular increase in revenue or user engagement from using our analytics or ads).
• The Services will be uninterrupted, timely, secure, or error-free. While we strive for high availability and performance, there may be occasional maintenance, downtime, or technical issues beyond our control.
• The data and analytics provided (including any recommendations, scores, or metrics) will be accurate, reliable, or complete. Our analytics are based on algorithms and data provided to us, and while we aim for insightful results, you should independently evaluate decisions or actions you take based on our analytics.
• Any errors or defects in the Services will be corrected. We continuously work to improve our platform, but we do not guarantee that all software bugs will be fixed or that new features will be error-free.

Vexrail does not warrant or endorse any third-party products or services (including those advertised via our platform). Any transactions or engagements you have with third parties (such as an advertiser-publisher relationship facilitated by our platform) are solely between you and that third party.

Any content downloaded or otherwise obtained through the use of the Services (such as SDK libraries or reports from the dashboard) is accessed at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from such download or use.

Some jurisdictions may not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such case, Vexrail's warranties will be limited to the minimum extent permitted by applicable law.

Limitation of Liability

To the fullest extent permitted by law, Vexrail and its directors, officers, employees, agents, affiliates, and licensors shall not be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including without limitation damages for lost profits, lost revenue, lost business opportunities, loss of data, or business interruption, arising out of or related to these Terms or your use of (or inability to use) the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Vexrail has been advised of the possibility of such damages.

In no event shall Vexrail's total cumulative liability for all claims arising out of or relating to these Terms or the Services, regardless of the form of action, exceed the greater of: (a) the total amount of fees (if any) you paid to Vexrail for the use of the Services in the twelve (12) months preceding the claim, or (b) USD $100 (or equivalent in local currency). If you have not paid any fees (for example, using a free service tier), Vexrail's total liability shall not exceed USD $100.

The limitations set forth in this section shall apply even if any limited remedy fails of its essential purpose. You acknowledge that the fees (if any) charged for the Services (or the decision to provide the Services free of charge) have been set based on these limitations of liability and allocate the risks between the parties.

Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. In such states or countries, the above limitations may not apply to the extent prohibited by law, and the liability of Vexrail will be limited to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Vexrail, its parent company, affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees) arising from or related to:

• Your Use of the Services: Any use of the Services by you or your end users that violates these Terms or any applicable law. This includes, for example, claims arising from content you or your users provide through the Services, or from any data you collect and share with Vexrail without proper rights or consents.
• Your Breach: Your violation of any provision of these Terms or any representation or warranty herein.
• Your Content: Any allegation that Your Content (including data originating from your end users that you transmitted to Vexrail) infringes or misappropriates the intellectual property rights, privacy rights, or other rights of a third party, or has caused harm to a third party.
• Your Application: Any issue, claim, or dispute arising between you and any third party (such as an end user of your AI application, or an advertiser/client of yours) related to your use of the Services. For instance, if an end user claims that analytics collected through your app violated their privacy rights (and you failed to obtain consent or provide notice as required), or if an advertiser claims that data you provided was inaccurate, you will indemnify Vexrail for any resulting legal responsibility to the extent the issue was due to your actions or omissions.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. You may not settle or compromise any indemnifiable claim without Vexrail's prior written consent, unless the settlement includes a full release of Vexrail and does not require Vexrail to pay any amount or take any action.

This indemnification obligation will survive any termination or expiration of these Terms and your use of the Services.

Term and Termination

These Terms are effective from the moment you first accept them (for example, by using the Site or Services, or clicking "I agree" to these Terms) and will continue in effect until terminated as provided herein.

Termination by You: You may terminate these Terms at any time by discontinuing all use of the Site and Services and closing any Vexrail accounts you have. If you are a registered user, you may request account deletion via the dashboard or by contacting us. Termination will not relieve you of any obligations incurred prior to termination (such as payment obligations if applicable) and will not entitle you to any refund of fees.

Termination or Suspension by Vexrail: We may suspend or terminate your access to the Services (or terminate these Terms as they apply to you) at our discretion, with or without notice, if we believe that:

• You have violated these Terms or any applicable law, or we have reasonable grounds to suspect such violation.
• You are using the Services in a manner that could cause risk of harm or loss to Vexrail, other users, or the public (for example, a security risk).
• You have stopped participating in the Services or your account has been inactive for an extended period.
• We decide to discontinue the Services or a portion thereof (if so, we will endeavor to provide you with prior notice if feasible).

In addition, if you are on a trial or free plan, Vexrail reserves the right to terminate or limit your access after the trial period or at any time, as free services are provided at our discretion.

Effect of Termination: Upon termination of these Terms for any reason:

• All licenses and rights granted to you under these Terms will immediately cease.
• You must immediately stop using the Services, and if applicable, remove the Vexrail SDK from your applications (except to the extent you need to keep it for archive/legal compliance, but it should no longer send data to Vexrail).
• We may disable your account and you will lose access to the dashboard and any data or content stored therein. We strongly recommend that you export any important data before terminating the Services or if you anticipate termination.
• Any provisions of these Terms which by their nature should survive termination (such as ownership, disclaimers, indemnities, limitations of liability, and governing law) shall survive.

If your access to the Services is suspended due to a breach, you remain responsible for any obligations (including fees) incurred up to the date of suspension. If we terminate your account due to a breach of these Terms, we may also delete your data or Content associated with the account (though we are not obligated to), and you may not be entitled to create a new account or use the Services again without our express permission.

Governing Law and Jurisdiction

These Terms (and any dispute or claim arising out of or in connection with these Terms or the Services) shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

Subject to any specific rights under applicable law, you and Vexrail agree to submit to the exclusive jurisdiction of the courts of Singapore for resolving any dispute between the parties. Each party waives any objection to jurisdiction and venue in such courts (including any defense based on inconvenient forum).

International Users: We recognize that our users may be located around the world and that different laws may apply to certain aspects of data privacy, consumer protection, etc. While the contractual relationship between you and Vexrail is governed by Singapore law, we still strive to comply with applicable local laws in the operation of our Services (for instance, GDPR for EU personal data, CCPA for California residents, etc.). Nothing in this Governing Law section limits your rights under such local data protection laws to lodge complaints or seek remedies in your country of residence, to the extent those laws apply and provide you with such rights. However, for all non-privacy related matters (e.g., contractual interpretation, breach of contract claims), Singapore law and courts will govern as stated.

If you are accessing the Services as a consumer (which in our case is unlikely, as our Services are B2B), and if you are in a jurisdiction that mandates consumer contracts be governed by local consumer protection laws or heard in local courts, such laws may override the above to the extent required.

Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy, Cookie Policy, and any additional agreements expressly incorporated (such as a Data Processing Addendum or specific service agreements), constitute the entire agreement between you and Vexrail with respect to the Services. They supersede all prior or contemporaneous oral or written communications, proposals, and representations between us relating to your use of the Services. Any terms or conditions (printed or otherwise) on any purchase order or other business document submitted by you shall be of no force or effect and are rejected.
• Amendment: Except as provided in the "Acceptance of Terms" section regarding updates by Vexrail, any amendment or modification to these Terms by you must be in writing and signed by a duly authorized representative of Vexrail.
• No Waiver: No failure or delay by Vexrail in exercising any right or remedy under these Terms will operate as a waiver of that right or remedy, nor will any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right on any future occasion.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the narrowest extent required to make it valid and enforceable, reflecting the parties' intent as closely as possible.
• Assignment: You may not assign or transfer these Terms or any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Vexrail's prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Vexrail may assign or transfer these Terms freely to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
• Relationship of Parties: You and Vexrail are independent contractors, and these Terms do not create a partnership, joint venture, employment, franchise, or agency relationship between us. Neither party has any authority to bind the other or to act on behalf of the other unless expressly stated otherwise in writing.
• Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms; these Terms do not confer any rights or remedies on any person other than you and Vexrail. Your end users are not parties to these Terms and have no rights under these Terms.
• Force Majeure: Vexrail shall not be liable for any failure or delay in performance of its obligations under these Terms if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, embargoes, epidemic, pandemic, governmental orders, power or internet outages, or any other force majeure event.
• Notices: Vexrail may provide notices or communications to you via email (to the address associated with your account) or through the dashboard or other reasonable means. You are responsible for keeping your contact information up to date. Official notices to Vexrail should be sent to our mailing address with a copy to our email as provided in the Contact Information section below.

Contact Information

If you have any questions about these Terms or need to contact Vexrail for any reason, please write to us at:

We appreciate your cooperation and feedback. Thank you for using Vexrail's Services and for helping us build a privacy-first analytics and monetization solution for the AI era.