Terms of Service

1. This agreement

These Terms of Service ("Terms") are an agreement between you and the Vigilbase entity identified in section 2 ("Vigilbase", "we", "us" or "our"). They govern your access to and use of the Services.

You accept these Terms when you sign or accept an Order Form that refers to them, click to accept them, or create an account or use the Services. If you accept on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" means that organization.

Business use only. The Services are provided for business and professional purposes. By accepting these Terms you confirm that you are not acting as a consumer. Nothing in these Terms limits rights that the law does not allow a business customer to give up.

These Terms incorporate the Data Processing Addendum, the Acceptable Use Policy and, where your Order Form includes a service level, the service level terms. Customers who buy managed or professional services under a signed Order Form are also covered by the Master Services Agreement.

2. The Vigilbase entity you contract with

You contract with Vigilbase LLC, a Wyoming limited liability company, unless your Order Form or invoice names another Vigilbase Affiliate as the contracting entity. In that case the named Affiliate is the contracting entity. Apps you obtain from an app store are provided by the Vigilbase entity shown as the seller in that store.

The contracting entity alone is responsible to you for performing these Terms, and "Vigilbase" means that entity. Other Vigilbase Affiliates may perform parts of the Services as its subcontractors, and the contracting entity remains responsible for them.

3. Definitions

• "Affiliate" means an entity that controls, is controlled by or is under common control with a party.
• "Customer Content" means data, files and other materials that you or your users submit to the Services, or that the Services collect from your systems and accounts on your behalf.
• "Documentation" means the product documentation we publish at docs.vigilbase.com or provide to you.
• "Order Form" means an order, quote, statement of work, online checkout or sign-up flow that we accept and that sets out the Services, fees and term.
• "Output" means content that Vigil or another AI feature of the Services generates for you.
• "Partner" means a reseller, referral partner or managed service provider authorized by Vigilbase, including members of the Vigilbase Collective.
• "Personal Data" and "Process" have the meanings given in the Data Processing Addendum.
• "Services" means the products and services described in section 4 that we make available to you, including our websites and free tools.
• "Third-Party Services" means products and services that Vigilbase does not provide, including Cloudflare services and systems you connect to the Services.

4. The Services

Depending on your Order Form, the Services may include:

• Vigilbase OS, the cybersecurity operating system, with supported integrations, investigations, authorized actions and verification. Products previously sold as Flarehawk are now part of Vigilbase OS.
• Vigilbase One, the customer portal for your services, reports, billing, support and documents.
• Vigil, the AI agent available in Vigilbase One, Vigilbase OS, Slack and on our websites.
• Watchdog, external monitoring of your websites, domains and certificates.
• Checkups and free tools, including the Cloudflare Checkup and the public security tools on vigilbase.com.
• Vigilbase Shield, managed website protection on Cloudflare.
• Managed Cloudflare and Cloudflare Enterprise licences supplied by Vigilbase as a Cloudflare partner.
• Managed SOC and other managed security operations.
• Professional services, such as consulting, onboarding and incident response, where an Order Form includes them.

Your Order Form defines what you have bought. Descriptions on our websites summarize the Services and do not add to an Order Form.

We may change and improve the Services. We will not materially reduce the core functionality of a paid Service during a committed term, except where needed for security or to comply with law, in which case we will tell you as early as we reasonably can.

Free tools, trials and features we label as beta or preview are provided as they are, without service levels or warranties, and we may change or withdraw them at any time.

If you signed a separate agreement with Vigilbase for a Service, that agreement continues to govern that Service and any agreed order of precedence still applies.

5. Accounts and access

• Give accurate account information and keep it up to date.
• Keep credentials secure, use multi-factor authentication where available and do not share accounts.
• Grant access only to your personnel and contractors who need it. You are responsible for what happens under your accounts.
• Tell us promptly at security@vigilbase.com if you suspect unauthorized access.

6. Authorization to monitor, test and act

Many Services scan, monitor, test or change systems. You confirm that you own, or are authorized by the owner to have us scan, monitor, test and configure, every domain, IP address, application, cloud account and other system that you connect to the Services or ask us to work on.

You authorize Vigilbase to carry out those activities within the permissions you grant, the approvals and automations you configure, and your Order Form. During an active attack we may take protective action within those permissions and will tell you promptly what we did.

We may decline or stop any activity that we reasonably believe is not authorized or could harm a third party.

7. Acceptable use

You will use the Services in line with the Acceptable Use Policy and applicable law, and you are responsible for your users doing the same. You will not resell, sublicense or provide the Services to third parties unless an Order Form or a Partner agreement with Vigilbase allows it.

8. Cloudflare and other Third-Party Services

Where we supply Cloudflare licences or services, we do so as an authorized Cloudflare partner, and your use of Cloudflare services is also subject to Cloudflare's Enterprise Subscription Agreement, Service-Specific Terms and Enterprise Support and SLA. Cloudflare Enterprise Licences explains which Cloudflare terms apply and how billing, support and service credits work. Cloudflare is responsible for its own network and services, and section 19 limits our liability for them. Vigilbase is responsible for the services Vigilbase performs.

Your use of other Third-Party Services is governed by your agreements with their providers. When you connect one to the Services, you authorize us to exchange data with it as needed to provide the Services. We are not responsible for Third-Party Services or for changes their providers make that affect an integration.

9. Fees, invoices and taxes

• Fees, billing frequency and currency are as stated in your Order Form. Subscriptions paid by card are charged in advance. Usage above included limits is charged in arrears at the rates in your Order Form.
• Unless your Order Form says otherwise, invoices are due within 30 days of the invoice date.
• If you dispute an invoice in good faith, tell us within 30 days of the invoice date and pay the undisputed amount. We will work with you to resolve the dispute promptly.
• Overdue amounts may bear interest at 1% per month or the maximum rate the law allows, whichever is lower.
• If an undisputed amount is overdue, we may suspend the Services after giving you at least 14 days' written notice.
• Fees exclude taxes. You pay all sales, use, value added, goods and services and similar taxes, except taxes on our income. Where the law requires, we add tax to our invoices. If you must withhold tax from a payment, you will increase the payment so that we receive the amount invoiced, unless your Order Form says otherwise.
• We may change list prices with at least 30 days' notice. A change applies from your next renewal, and prices in an Order Form are fixed for its committed term.
• Fees are non-refundable except as stated in these Terms or an Order Form, or as required by law. The fee for a paid Checkup is non-refundable once the full report has been unlocked or delivered. We refund duplicate payments automatically.

Buying through a Partner. If you buy the Services through a Partner, the Partner sets your prices and payment terms, and you pay the Partner. These Terms otherwise apply between you and Vigilbase. If the Partner's payment to Vigilbase for your Services is more than 30 days overdue, we will tell you and offer to bill you directly. We may suspend the Services if the payment is still overdue 14 days after that notice.

10. Term, renewal, suspension and termination

These Terms apply for as long as you use the Services. Each Order Form runs for the term it states. Unless the Order Form says otherwise, it renews for successive periods equal to its initial term, up to 12 months each, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Monthly subscriptions bought online renew each month until cancelled. You can cancel at any time, and cancellation takes effect at the end of the current billing period.

Either party may terminate an Order Form by written notice if the other party materially breaches these Terms and does not cure the breach within 30 days of being notified, or within 10 days for non-payment. Either party may also terminate if the other becomes insolvent or enters bankruptcy, liquidation or a similar process.

We may suspend all or part of the Services immediately, and only for as long as needed, if your use poses a security risk to the Services or others, breaches the Acceptable Use Policy or section 6, or if suspension is required by law. We will tell you the reason where the law allows and restore the Services once the cause is resolved.

When an Order Form ends, your right to use the Services under it ends and fees accrued up to that date remain payable. If you terminate because of our uncured material breach, we will refund prepaid fees for the remaining term. You can export Customer Content for 30 days after the end date; after that we delete it as described in the Data Processing Addendum.

Sections 3, 9 (for amounts due), 11, 13, 14 and 17 to 22 survive termination.

11. Customer Content and data protection

You keep all rights in Customer Content. You grant Vigilbase a non-exclusive, worldwide licence to host, copy, process, analyze and display Customer Content as needed to provide, secure and support the Services and to comply with law.

We may use usage data and security telemetry that has been aggregated or de-identified, so that it identifies neither you nor any individual, to operate, secure and improve the Services, including threat detection for all customers.

The Data Processing Addendum applies when we Process Personal Data on your behalf and forms part of these Terms. Our current subprocessors are listed in the Vigilbase Trust Center. Our Privacy Policy explains how we handle personal data as a controller, for example for accounts, billing and our websites.

You are responsible for the lawfulness of Customer Content and for giving any notices and obtaining any consents required for us to Process it.

12. Vigil and AI features

Vigil and other AI features generate Output from Customer Content, your instructions and our security knowledge. Output can be incomplete or wrong. Review it before relying on it, and in particular before approving an action that Vigil proposes. Vigil acts on your systems only within the permissions, approvals and automations you configure.

As between the parties, you own Output to the extent the law allows. Similar Output may be generated for other customers. We do not use Customer Content or Output to train general-purpose AI models, and our AI providers may not use them to train their models.

13. Intellectual property and feedback

Vigilbase and its licensors own the Services, the Documentation and all related intellectual property, including improvements. Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable right to use the Services for your internal business purposes during the term of your Order Form.

You will not copy, modify, reverse engineer or decompile the Services except where the law allows despite this restriction, and you will not use the Services to build a competing product. Software we publish under an open source licence, such as the Vigilbase CLI, is governed by that licence.

If you give us feedback or suggestions, we may use them without restriction or payment.

14. Confidentiality

"Confidential Information" means non-public information that one party discloses to the other and that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content, security findings, pricing and the terms of any Order Form.

The receiving party will use Confidential Information only to perform or exercise its rights under these Terms, protect it with at least reasonable care, and disclose it only to its and its Affiliates' employees, contractors, advisers and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as these.

These obligations do not apply to information that is or becomes public without breach, was already known to the receiving party, is received from a third party without restriction or is independently developed. A party may disclose Confidential Information when the law requires, after giving the other party prompt notice where the law allows so that it can seek protection.

These obligations continue for five years after the last Order Form ends, and for as long as the information remains a trade secret. Customer Content stays protected for as long as we hold it. A signed non-disclosure agreement between the parties prevails over this section where they conflict.

15. Security and compliance

We maintain an information security program that is ISO 27001 and SOC 2 Type 2 compliant, with the technical and organizational measures described in the Data Processing Addendum. Current assurance documentation is available in our Trust Center, some of it under a non-disclosure agreement.

We will notify you of a Personal Data breach affecting your data without undue delay and within 72 hours of becoming aware of it, as set out in the Data Processing Addendum.

16. Service levels and support

Support is provided through Vigilbase One, email and the other channels in your Order Form. The response times, availability commitment and service credits for your tier are set out in the service level terms. If your Order Form names no tier, the Core tier applies. Free tools and trials have no service level.

We give at least 48 hours' notice of planned maintenance that we expect to affect the Services. Service credits are your sole remedy for missing a service level.

17. Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. Vigilbase warrants that paid Services will perform materially as described in the Documentation and your Order Form, and that professional and managed services will be performed with reasonable skill and care. If we breach these warranties, we will re-perform or correct the Service. If we cannot do so within a reasonable time, either party may terminate the affected Service and we will refund the prepaid fees for it. These are your remedies for breach of these warranties.

EXCEPT AS STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND VIGILBASE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE EXTENT THE LAW ALLOWS.

No security service can prevent every attack. We do not warrant that the Services will be uninterrupted or error-free, that they will detect or stop every threat, or that they will make you compliant with any law or standard.

18. Indemnities

By Vigilbase. We will defend you against any third-party claim alleging that the Services, as we provide them, infringe that party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. We have no obligation for claims arising from Customer Content, Third-Party Services, combinations with items we did not supply, modifications we did not make, or use in breach of these Terms. If a claim is made or likely, we may modify or replace the Service or obtain a licence, or, if neither is reasonable, terminate the affected Service and refund prepaid fees for it.

By you. You will defend Vigilbase and its Affiliates against any third-party claim arising from Customer Content, your breach of the Acceptable Use Policy, or activities we perform on systems you were not authorized to have us scan, test or configure, and pay the damages and costs finally awarded or agreed in settlement.

The indemnified party must notify the other promptly, give it sole control of the defense and settlement and provide reasonable cooperation. A settlement that imposes obligations on the indemnified party needs its consent.

19. Limitation of liability

TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU, OR ON YOUR BEHALF, FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO IT, AND (B) USD 100 (THE "CAP").

FOR BREACH OF SECTION 14 (CONFIDENTIALITY) OR THE DATA PROCESSING ADDENDUM, AND FOR THE INDEMNITY OBLIGATIONS IN SECTION 18, EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED TWO TIMES THE CAP.

FOR CLOUDFLARE SERVICES THAT WE RESELL, YOUR COMMITMENTS AND REMEDIES FOR THE AVAILABILITY, PERFORMANCE AND SECURITY OF CLOUDFLARE'S NETWORK AND PRODUCTS ARE THOSE THAT CLOUDFLARE GIVES UNDER ITS ENTERPRISE SUBSCRIPTION AGREEMENT AND SERVICE LEVEL AGREEMENT. VIGILBASE IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF CLOUDFLARE, AND ITS LIABILITY FOR CLOUDFLARE SERVICES IS LIMITED TO PASSING ON TO YOU ANY SERVICE CREDIT, REFUND OR OTHER REMEDY THAT CLOUDFLARE APPROVES FOR YOUR ACCOUNT. THIS DOES NOT LIMIT OUR LIABILITY FOR SERVICES THAT VIGILBASE ITSELF PERFORMS, SUCH AS CONFIGURATION, ONBOARDING AND SUPPORT.

NOTHING IN THESE TERMS LIMITS (A) YOUR OBLIGATION TO PAY FEES, (B) YOUR LIABILITY FOR BREACH OF THE ACCEPTABLE USE POLICY OR SECTION 6, (C) LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, (D) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR (E) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

20. Governing law and disputes

If you contract with Vigilbase LLC, these Terms are governed by the laws of the State of Wyoming, United States, and disputes are finally resolved by arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules, before one arbitrator, seated in New York, New York, in English. If your Order Form names another Vigilbase Affiliate as the contracting entity, the governing law and dispute forum stated in that Order Form apply. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, a party will notify the other and senior representatives will try in good faith to resolve the dispute for 30 days. Either party may at any time seek urgent interim relief, or recover undisputed fees, in any competent court. Arbitration proceedings and awards are confidential except as needed to enforce them.

21. Changes to these Terms

We may update these Terms. We will give at least 30 days' notice of material changes by email to your account administrators or in Vigilbase One. For an Order Form with a committed term, changes apply from its next renewal, unless they are required by law or for security, or you agree to them sooner. If a change made during your term materially harms you, you may terminate the affected Order Form within 30 days of our notice and we will refund prepaid fees for the remaining term.

22. General

• Order of precedence. If documents conflict, this order applies: the Data Processing Addendum (for Personal Data only), the Order Form, the Master Services Agreement, the service level terms, these Terms, the Acceptable Use Policy and the Documentation.
• Entire agreement. These Terms and the documents they incorporate are the entire agreement on their subject and replace earlier proposals and discussions. Terms in your purchase orders or vendor forms do not apply, even if we accept or sign them.
• Assignment. Neither party may assign these Terms without the other's consent, except to an Affiliate or to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice to the other party.
• Subcontractors. We may use Affiliates and subcontractors to provide the Services. We remain responsible for their performance.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Notices. Legal notices to Vigilbase go to legal@vigilbase.com, with a copy to the registered address of the contracting entity. We send notices to the email addresses of your account administrators or the contact in your Order Form.
• Export control and sanctions. Each party will comply with applicable export control and sanctions laws. You confirm that you are not a sanctioned person and will not use the Services in or for a sanctioned country or region.
• Anti-corruption. Neither party will offer or accept a bribe or other improper payment in connection with these Terms.
• Publicity. We will not use your name or logo as a customer reference without your consent.
• Independent parties. The parties are independent contractors. These Terms create no partnership, agency or employment relationship and give no rights to third parties.
• Electronic acceptance. Acceptance by click, electronic signature or online checkout is as binding as a signature on paper.
• Language. These Terms are written in English. Any translation is for convenience, and the English version prevails.
• Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent needed and the rest remains in force. Not enforcing a provision is not a waiver.

23. Contact

Questions about these Terms?

Email

legal@vigilbase.com

Phone

+1 (855) 458-4445

Address

Vigilbase LLC
Legal Department
1908 Thomes Ave #12112
Cheyenne, WY 82001
United States