Please read these Terms of Service carefully before using VigiloIQ.

These Terms of Service ("Terms", "Agreement") govern your access to and use of the VigiloIQ contract analysis platform and related services (collectively, the "Services") provided by VigiloIQ ("we", "us", "our", or "Company").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services.

1. Acceptance of Terms

By creating an account, accessing our website, or using any of our Services, you represent that:

• You are at least 18 years old and have the legal capacity to enter into this Agreement
• If you are accepting on behalf of your employer or another entity, you have the authority to bind that entity to these Terms
• All information you provide to us is accurate, current, and complete
• You will comply with all applicable laws and regulations

If you do not meet these requirements, you must not access or use the Services.

2. Description of Service

VigiloIQ provides an AI-powered contract analysis platform that enables users to:

• Upload and analyze legal contracts and documents
• Receive AI-generated insights, risk assessments, and recommendations
• Create and manage negotiation playbooks
• Access contract templates and clause libraries
• Collaborate with team members on contract review

Important Note: Our Services provide automated analysis and recommendations for informational purposes only. VigiloIQ does not provide legal advice, and our Services are not a substitute for professional legal counsel. You should consult with qualified legal professionals before making any legal decisions.

3. Account Registration and Security

Account Creation: To use certain features of our Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must:

• Use a strong, unique password
• Enable multi-factor authentication when available
• Not share your account credentials with others
• Notify us immediately of any unauthorized access or security breach

You are solely responsible for any activities conducted through your account, whether or not authorized by you.

4. Subscription and Payment Terms

Subscription Plans: VigiloIQ offers various subscription plans with different features and usage limits. Current pricing and plan details are available on our pricing page.

Payment: By subscribing to a paid plan, you agree to pay all applicable fees. Fees are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are non-refundable except as required by law or as explicitly stated in these Terms.

Automatic Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date. We will charge your payment method on file for the renewal.

Price Changes: We reserve the right to change our pricing. For existing subscribers, price changes will take effect at your next renewal period after at least 30 days' notice.

Cancellation: You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. No refunds will be provided for partial billing periods.

Free Trials: Free trial offers are available only once per user and once per organization. We reserve the right to determine eligibility for free trials. Payment information may be required to start a free trial, and your subscription will automatically begin when the trial ends unless you cancel.

5. User Content and Data

Your Content: You retain all ownership rights to the contracts, documents, and other content you upload to our Services ("Your Content"). By uploading Your Content, you grant us a limited, non-exclusive, worldwide license to process, store, and analyze Your Content solely to provide the Services to you.

Data Processing: We will process Your Content in accordance with our Privacy Policy. You represent and warrant that:

• You have the legal right to upload and process Your Content
• Your Content does not infringe any third-party intellectual property rights
• Your Content does not contain illegal, harmful, or malicious content
• You have obtained all necessary consents to upload personal data contained in Your Content

Confidentiality: We treat Your Content as confidential and implement appropriate security measures to protect it. However, you should not upload any content that you consider to be highly sensitive or that you are legally prohibited from sharing.

Data Deletion: When you delete Your Content or close your account, we will delete Your Content within 30 days, except where we are required to retain it for legal, compliance, or backup purposes as described in our Privacy Policy.

6. Intellectual Property Rights

Our IP: The Services, including all software, algorithms, designs, graphics, text, and other content provided by VigiloIQ (excluding Your Content), are owned by VigiloIQ and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes, subject to these Terms.

Restrictions: You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or alter any proprietary notices
• Use the Services to build a competitive product or service
• License, sell, rent, lease, transfer, or distribute the Services
• Access the Services to monitor performance or functionality for competitive purposes

Feedback: If you provide suggestions, ideas, or feedback about our Services, we may use such feedback without any obligation to you.

7. AI and Automated Processing

AI Analysis: Our Services use AI models to analyze your contracts, identify clauses, assess risks, and provide recommendations. AI-generated outputs are provided for informational purposes only and should not be considered as legal advice or a substitute for professional judgment.

AI Limitations: AI technology has limitations and may produce inaccurate, incomplete, or inappropriate results. You acknowledge that:

• AI-generated analysis may contain errors or omissions
• You are responsible for reviewing and verifying all AI outputs
• You should not rely solely on AI recommendations for important decisions
• We do not guarantee the accuracy, completeness, or suitability of AI-generated content

Model Training: Unless you opt-in to our training program, we do not use Your Content to train our general AI models. Any data used for training is anonymized and aggregated. See our Privacy Policy for more details.

Third-Party AI Services: We may use third-party AI service providers (such as OpenAI, Google Cloud AI, or Azure AI) to process documents. These providers are bound by confidentiality obligations and process data in accordance with our instructions.

8. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights
• Upload illegal, harmful, defamatory, or infringing content
• Transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Use automated systems (bots, scrapers) to access the Services without permission
• Impersonate another person or entity
• Harass, abuse, or harm another person
• Collect or harvest information about other users
• Use the Services for benchmarking or competitive analysis
• Circumvent any usage limits or access controls

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including suspending or terminating accounts without refund.

9. Service Availability and Modifications

Availability: We strive to maintain high availability of our Services, but we do not guarantee that the Services will be available at all times without interruption. Scheduled maintenance and updates may occasionally require downtime.

Modifications: We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We may also impose usage limits or restrict access to certain features.

Service Level Agreement (SLA): Enterprise customers may be eligible for an SLA with specific uptime guarantees and remedies. Contact our sales team for details.

10. Termination

Termination by You: You may cancel your subscription and stop using the Services at any time by following the cancellation process in your account settings.

Termination by Us: We may suspend or terminate your access to the Services immediately, without notice or liability, for any reason, including if:

• You breach these Terms
• Your account is delinquent on payment
• We are required to do so by law
• We decide to discontinue the Services

Effect of Termination: Upon termination:

• Your right to access and use the Services will cease immediately
• You will lose access to Your Content stored in our Services
• We will delete Your Content within 30 days, subject to our backup retention policies
• You remain liable for all fees incurred prior to termination

We recommend exporting Your Content before terminating your account.

11. Warranties and Disclaimers

AS-IS Service: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No Legal Advice: VigiloIQ is not a law firm and does not provide legal advice. The Services are not a substitute for professional legal counsel. Any information, analysis, or recommendations provided by our Services should not be construed as legal advice.

AI Disclaimer: We do not warrant that AI-generated analysis will be accurate, complete, or free from errors. You use AI features at your own risk and should independently verify all outputs.

No Guarantees: We do not guarantee that the Services will meet your requirements, be uninterrupted, secure, or error-free, or that defects will be corrected.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLAUSELOGIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, data, use, goodwill, or other intangible losses
• Errors or omissions in AI-generated analysis or recommendations
• Unauthorized access to or alteration of your content
• Any bugs, viruses, or harmful code transmitted through the Services
• Service interruptions or unavailability
• Any third-party content or conduct on the Services

OUR TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability, so some of these limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless VigiloIQ and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) Your Content; (c) your violation of these Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable laws or regulations.

14. Dispute Resolution and Arbitration

Informal Resolution: Before filing a claim, you agree to contact us at legal@clauselogic.com and attempt to resolve the dispute informally for at least 30 days.

Arbitration Agreement: If we cannot resolve a dispute informally, any legal dispute arising out of or relating to these Terms or the Services will be resolved through binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

Class Action Waiver: You agree that disputes will be arbitrated only on an individual basis and not as a class action, consolidated action, or representative action.

Exceptions: Either party may seek injunctive relief in court to protect intellectual property rights or confidential information.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of [Your State/Country], without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in [Your Location] for the resolution of any disputes not subject to arbitration.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and VigiloIQ regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Revised" date at the top of this page
• Send you an email notification to your registered email address
• Display a prominent notice on our platform
• Require you to accept the updated Terms before continuing to use the Services

Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and may cancel your subscription.

18. Contact Us

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

• General Inquiries & Legal Matters: hello@vigiloiq.com

We will respond to your inquiry within 5 business days.