Terms of Service

Last updated: January 15, 2026 • Effective: February 1, 2026

1. Acceptance of Terms

By accessing or using Vorticel ("the Service"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("User," "you") and Vorticel Inc. ("Vorticel," "we," "us," or "our"), a company incorporated under the laws of Delaware, United States.

If you are accessing the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In that case, "you" also refers to that organization.

If you do not agree to these Terms, do not access or use the Service. Your continued use of the Service after any changes to these Terms constitutes your acceptance of the updated Terms.

2. Description of Service

Vorticel is a web-based organizational chart building and management platform. The Service allows users to create, edit, share, and export visual representations of organizational structures ("Org Charts"). Features vary by subscription plan as described on our pricing page.

We reserve the right to modify, suspend, or discontinue the Service (or any part of it) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3. User Accounts

To access certain features of the Service, you must create an account. When creating your account, you agree to:

• Provide accurate, current, and complete information
• Maintain the security of your password and account credentials
• Promptly notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account
• Not create accounts for others without their consent

You may not use another user's account without permission. We reserve the right to terminate accounts, remove or edit content, or cancel orders at our sole discretion.

You must be at least 16 years old to create an account. If you are under 18, you may use the Service only with the involvement of a parent or legal guardian.

4. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload, transmit, or distribute content that is illegal, harmful, threatening, abusive, harassing, defamatory, or discriminatory
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Attempt to gain unauthorized access to any part of the Service or its related systems
• Use automated tools (bots, scrapers, crawlers) to access or extract data from the Service without our prior written consent
• Interfere with or disrupt the integrity or performance of the Service
• Transmit malware, viruses, or other harmful code
• Resell, sublicense, or commercially exploit the Service without our express written permission
• Use the Service for competitive intelligence purposes or to build a competing product

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this provision, including suspending or terminating accounts and reporting violations to law enforcement.

5. Intellectual Property

The Service and all of its original content, features, functionality, design, software, and underlying technology are and will remain the exclusive property of Vorticel Inc. and its licensors. The Service is protected by copyright, trademark, and other applicable intellectual property laws.

You retain ownership of all content you create through the Service ("User Content"), including your Org Charts and any data you input. By using the Service, you grant Vorticel a limited, non-exclusive, royalty-free license to host, store, copy, transmit, and display your User Content solely as necessary to provide and improve the Service.

You may not copy, modify, distribute, sell, or lease any part of the Service or its underlying source code unless expressly permitted in writing by us.

6. Payment Terms

Some features of the Service require payment. By subscribing to a paid plan, you agree to the following:

• Billing Cycle: Subscriptions are billed monthly or annually in advance, as selected at checkout.
• Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.
• Price Changes: We reserve the right to change subscription prices. We will provide at least 30 days' notice of any price changes. Your continued use after a price change takes effect constitutes acceptance of the new price.
• Refunds: Payments are non-refundable except as required by applicable law or as expressly stated in our refund policy. You may cancel at any time; cancellation takes effect at the end of the current billing period.
• Taxes: Prices do not include applicable taxes. You are responsible for all taxes, duties, or government levies applicable to your use of the Service.
• Failed Payments: If payment fails, we may suspend your access to paid features until payment is resolved. We may retry payment up to three times before downgrading your account.

7. Free Plan and Trial

We offer a free plan with limited features as described on our pricing page. We also offer a time-limited trial of paid features for new accounts. We reserve the right to modify or discontinue the free plan or trial at any time without notice. Abuse of trial features (e.g., creating multiple accounts to extend trial access) may result in account termination.

8. Confidentiality and Data Security

We take the security of your data seriously. We implement industry-standard technical and organizational measures to protect your data against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

You acknowledge and agree that Vorticel may access and disclose your User Content as necessary to: (a) comply with applicable law or legal process; (b) enforce these Terms; (c) respond to your support requests; or (d) protect the rights, property, or safety of Vorticel, its users, or the public.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VORTICEL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

IN NO EVENT SHALL VORTICEL'S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO VORTICEL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

11. Indemnification

You agree to defend, indemnify, and hold harmless Vorticel, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) your violation of these Terms; (b) your User Content; or (c) your violation of any third-party rights.

12. Termination

We may suspend or terminate your account and access to the Service at any time, with or without cause or notice, including for violations of these Terms. Upon termination, your right to use the Service will immediately cease.

You may terminate your account at any time by contacting us or using the account deletion feature in your settings. Termination does not entitle you to a refund of any fees already paid.

Sections 5 (Intellectual Property), 9 (Limitation of Liability), 10 (Disclaimer of Warranties), 11 (Indemnification), and 13 (Governing Law) shall survive any termination.

13. Governing Law and 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 provisions.

Any dispute arising from or relating to these Terms or the Service shall first be addressed through informal negotiation. If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Delaware. You waive any right to a jury trial or to participate in a class action lawsuit.

14. Changes to Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email and/or by posting a notice within the Service at least 14 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes.

15. Contact Information

If you have any questions about these Terms of Service, please contact us:

• Email: legal@vorticel.com
• Mailing address: Vorticel Inc., 1234 Innovation Drive, Suite 100, Wilmington, DE 19801, USA
• Support portal: vorticel.com/contact

By using Vorticel, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.