The agreement between you and Vigilent Technologies LLC when you use vigilenttechnologies.com or any of our services.
These Terms of Service ("Terms") form a binding legal agreement between you ("you," "your," or "Customer") and Vigilent Technologies LLC, an Oklahoma limited liability company ("Vigilent," "we," "us," or "our"). By accessing or using vigilenttechnologies.com (the "Site"), the browser-based audit tool, our chatbot, or any other product, service, or content we provide (collectively, the "Services"), you agree to be bound by these Terms and by our Privacy Policy, Acceptable Use Policy, and Compliance & Professional Services Disclaimer, each of which is incorporated by reference.
If you do not agree, do not use the Services.
The Services are intended for business use. By using the Services, you represent that you are at least 18 years old, have the legal authority to enter into these Terms, and — if you are using the Services on behalf of an entity — that you are authorized to bind that entity.
Some Services (for example, Vigilent Labs, our staff/authorized-user area) may require registration. You agree to provide accurate, current information; keep your credentials confidential; and notify us promptly of any unauthorized access. You are responsible for all activity under your account.
Subject to your compliance with these Terms, Vigilent grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes. All rights not expressly granted are reserved.
The Audit Tool is an internal instrument operated by Vigilent staff to deliver the Code Assessment service — it is not a free, public, or self-service product, and is not directly accessible or operable by customers. Any output from the Audit Tool that is shared with you is provided as a deliverable of a scoped engagement. See the Privacy Policy for details on how information you provide as part of an engagement is handled.
The Audit Tool is not, and does not produce, any of the following:
See the Compliance & Professional Services Disclaimer for the full scope of what the Audit Tool is and is not.
Any assessment, advisory, or consulting engagement Vigilent performs for you is governed by a separate written statement of work ("SOW") executed by both parties. In the event of a conflict between an SOW and these Terms, the SOW controls solely with respect to the engagement it covers.
Code Assessment, Network Assessment, and Industrial Automation engagements are paid Professional Services scoped and priced under a separate written statement of work. Browsing the Site and using the chatbot remain free of charge. Applicable pricing and payment terms for any engagement will be presented at the point of scoping and, upon your acceptance, will supplement these Terms. All fees are payable in U.S. dollars and, unless expressly stated otherwise, are non-refundable.
All right, title, and interest in and to the Services, including the Audit Tool, the Site, our logos, marks, documentation, rule sets, and framework mappings, are and remain the sole property of Vigilent or our licensors. Nothing in these Terms transfers any ownership of Vigilent intellectual property to you.
You retain all rights in Customer Data you submit through the Services. You grant Vigilent a limited, non-exclusive, royalty-free license to use Customer Data solely to provide, maintain, secure, and improve the Services and to comply with law. You represent and warrant that you have all rights necessary to submit any Customer Data (including any source code) and that doing so does not violate the rights of any third party.
THE SERVICES, INCLUDING THE AUDIT TOOL AND ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIGILENT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, VIGILENT DOES NOT WARRANT THAT: (A) THE SERVICES OR OUTPUT WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY OUTPUT IS ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY OUTPUT CONSTITUTES A CERTIFIED AUDIT, PENETRATION TEST, ATTESTATION OF COMPLIANCE, LEGAL ADVICE, OR ADVICE FROM A LICENSED AUDITOR, ATTORNEY, OR OTHER PROFESSIONAL.
See the Compliance & Professional Services Disclaimer for additional scope-of-service disclosures that are incorporated into these Terms.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VIGILENT, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF VIGILENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VIGILENT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100 USD) OR (II) THE AMOUNT YOU PAID VIGILENT FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Section 12 form an essential basis of the bargain between the parties and apply even if any limited remedy is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in those jurisdictions, our liability is limited to the greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless Vigilent and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Services; (b) Customer Data you submit; (c) your violation of these Terms or applicable law; or (d) your infringement of any third-party right, including any intellectual property or privacy right.
The Services may link to or embed third-party services, including live cyber-news feeds. Vigilent does not control and is not responsible for third-party services and does not endorse them. Your use of third-party services is at your own risk and subject to the third party's terms and privacy practices.
Each party agrees to protect the other's Confidential Information (as defined in any applicable SOW or NDA) using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party without a duty of confidentiality.
These Terms remain in effect while you use the Services. You may stop using the Services at any time. Vigilent may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms or the Acceptable Use Policy, or as required by law.
Upon termination, your right to access the Services ends. Sections that by their nature should survive termination will survive, including Sections 9-13, 15, 17, 18, and 20-21. Vigilent will delete Customer Data associated with terminated accounts within 30 days of termination, except as required to retain for legal, regulatory, or legitimate business purposes.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH VIGILENT THROUGH BINDING ARBITRATION AND LIMITS YOUR ABILITY TO PURSUE CLAIMS IN COURT OR ON A CLASS BASIS.
Informal resolution. Before initiating formal proceedings, you agree to first contact Vigilent at mroberson@vigilenttechnologies.com and attempt in good faith to resolve the dispute for a period of at least 60 days.
Binding arbitration. If the dispute is not resolved, any claim arising out of or related to these Terms or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Oklahoma County, Oklahoma. Judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. You and Vigilent agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.
Small claims exception. Notwithstanding the foregoing, either party may bring an individual action in small-claims court for disputes within that court's jurisdiction.
Injunctive relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.
These Terms are governed by the laws of the State of Oklahoma, without regard to its conflict-of-laws principles. Subject to Section 17, exclusive venue for any judicial proceeding permitted under these Terms lies in the state and federal courts located in Oklahoma County, Oklahoma, and each party consents to the personal jurisdiction of those courts.
Vigilent may modify these Terms from time to time. For material changes, we will provide notice by posting the updated Terms on the Site with a new "Effective" date and, where feasible, by contacting you at the email address on file at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.
Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, Compliance & Professional Services Disclaimer, and any applicable SOW, constitute the entire agreement between you and Vigilent regarding the Services and supersede all prior agreements.
Assignment. You may not assign these Terms without Vigilent's prior written consent. Vigilent may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Severability. If any provision is held unenforceable, that provision will be modified to the minimum extent necessary and the remaining provisions will remain in full force.
No waiver. A party's failure to enforce any provision is not a waiver of its right to do so later.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Notices. Notices to Vigilent must be sent to the address in Section 21. Notices to you may be delivered via the Site or the email address on file.
Vigilent Technologies LLC
519 SW 4th Street, STE 105, PMB 1034
Moore, OK 73160
Email: mroberson@vigilenttechnologies.com
Phone: (800) 716-0084
These Terms of Service are a first-pass draft prepared for attorney review and are not legal advice. Vigilent Technologies LLC recommends that customers consult their own legal counsel regarding any agreement with Vigilent.