Solutions Agreement

Last Updated: 2025.3.12

This Solutions Agreement ("Agreement") is a binding contract between Vigilant Sec, Inc. ("Vigilant Sec") and the entity that purchases, accesses, or uses Vigilant Sec's cybersecurity solutions ("Customer"). By executing a Binding Quote, Statement of Work ("SOW"), or using Vigilant Sec's solutions, Customer agrees to the terms of this Agreement. If Customer does not agree to these terms, they must not use the solutions.

1. SCOPE AND LICENSE GRANT

1.1 Solutions and Services. Vigilant Sec provides cybersecurity solutions and services, including proprietary offerings and third-party software licenses it resells or distributes, as specified in an applicable Binding Quote or SOW.

1.2 Acceptance of Terms. By purchasing a subscription, executing a Binding Quote, or using the solutions, Customer acknowledges and agrees to be bound by this Agreement.

1.3 License Grant. Subject to the terms of this Agreement and payment of applicable fees, Vigilant Sec grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the solutions for its internal business purposes during the applicable subscription term. This license is subject to usage limitations defined in the Binding Quote or SOW.

1.4 License Usage Review and Audit. Customer agrees that the licensing count and entitlements under an agreed-upon Binding Quote for Vigilant Sec solutions and services will be reviewed on an annual basis. In the event of a merger, acquisition, or other material change resulting in a growth of more than twenty percent (20%) in Customer’s usage or workforce, Vigilant Sec reserves the right to conduct an off-cycle review and adjust licensing requirements accordingly. Additionally, for third-party software licenses resold by Vigilant Sec, licensing counts may be subject to real-time true-up requirements as mandated by the respective third-party EULA.

1.5 Third-Party Software. Customer's use of third-party software resold or distributed by Vigilant Sec is subject to the respective third-party provider’s end-user license agreements ("EULAs"). Vigilant Sec makes no warranties regarding third-party software beyond those provided by the third party.

1.6 Future Functionality. Customer acknowledges that purchases are not contingent on the delivery of any future functionality unless explicitly stated in a Binding Quote or SOW.

2. FEES, PAYMENT, AND TAXES

2.1 Fees. Customer agrees to pay all fees specified in the applicable Binding Quote or SOW.

2.2 Payment Terms. Invoices are payable within thirty (30) days of issuance unless otherwise specified. If payment is not received within the specified period, Vigilant Sec reserves the right to temporarily suspend Customer’s access to the solutions and services until payment is received in full. If the account remains delinquent for more than sixty (60) days, Vigilant Sec may terminate access to the solutions and take further collection actions as necessary. Late payments may incur interest at 1.5% per month.

2.3 Taxes and Transaction Fees. Customer is responsible for all applicable taxes, excluding taxes on Vigilant Sec’s net income. For certain electronic payment methods, Vigilant Sec reserves the right to pass through transaction processing fees incurred from payment processors. Any such fees will be disclosed at the time of payment processing.

3. SUPPORT AND MAINTENANCE

3.1 Scope of Support. Vigilant Sec provides support services related to its proprietary cybersecurity solutions, as well as basic assistance with third-party software licenses resold or distributed by Vigilant Sec. Support services are provided based on the terms outlined in the applicable Binding Quote or SOW.

3.2 Support Channels. Customers can access support through the following channels:

• Online Support Portal – Ticket-based support available 24/7.
• Email Support – Support requests may be submitted via support@vigilantsec.com.
• Dedicated Slack Channel – Available upon request no SLA associated.
• Phone Support – Available for customers only when explicitly stated in quote or SOW. 

3.3 Support Tiers and Response Times. Vigilant Sec provides tiered support levels with target response times based on the severity of the issue:

• Severity 1 (Critical Issue – Service Down): Response within 4 hours.
• Severity 2 (Major Impact – Significant Degradation): Response within 8 hours.
• Severity 3 (Minor Impact – Non-Critical Issue): Response within 16 hours.
• Severity 4 (General Inquiry or Enhancement Request): Response within 24 hours.

Support is available 24/7 for all customers.

3.4 Service Uptime Commitment. Vigilant Sec commits to maintaining a monthly uptime of 99.9% for its solutions. If service availability falls below this threshold in a given month, Customer may be eligible for service credits as outlined below:

Service credits apply to the following month’s invoice and must be requested by the Customer within thirty (30) days of the qualifying downtime event. Credits are the sole remedy for service availability failures and do not apply to issues caused by force majeure events, planned maintenance, or Customer’s own network conditions.

4. CONFIDENTIALITY AND DATA OWNERSHIP

4.1 Mutual Confidentiality Obligations. Each party agrees to protect the other’s confidential information from unauthorized use or disclosure. Confidential Information includes, but is not limited to, business plans, strategies, financial information, technical data, software, and any other non-public materials disclosed in connection with this Agreement. Confidentiality obligations will remain in effect for three (3) years following termination of this Agreement.

4.2 Exclusions. Confidentiality obligations do not apply to information that:

• Is publicly available or becomes publicly available through no fault of the receiving party.
• Is independently developed without reliance on the disclosing party’s confidential information.
• Is obtained lawfully from a third party without confidentiality obligations.
• Is required to be disclosed by law, provided that the receiving party provides prompt notice and cooperates in seeking a protective order where applicable.

4.3 Data Ownership.

• Customer Data: Customer retains all rights, title, and interest in and to Customer Data, including data in its original raw form generated by Customer's security appliances or systems. Such data remains Customer Data when directly shared with or transferred to Vigilant Sec in transit up until it is processed by the platform.  Any data shared that is not processed by Vigilant Sec’s platform remains the property of the Customer. 
• Vigilant Sec Data: Data that is ingested, transformed, or processed by Vigilant Sec’s solutions, including telemetry data, security insights, metadata, and aggregated analytical information derived from Customer Data, becomes Vigilant Sec Data upon ingestion and transformation. Vigilant Sec retains full ownership and rights to Vigilant Sec Data, which may be used to enhance Vigilant Sec solutions and services, subject to applicable data protection laws.

4.4 Use of Data.

• Vigilant Sec may process Customer Data solely for the purpose of delivering and improving its services, subject to applicable data privacy regulations.
• Customer acknowledges that Vigilant Sec may use aggregated and anonymized security insights derived from Vigilant Sec Data to enhance overall cybersecurity capabilities.

4.5 Data Protection and Security Measures.

• Both parties agree to implement reasonable administrative, technical, and physical safeguards to protect Confidential Information and Customer Data from unauthorized access, disclosure, or misuse.
• Vigilant Sec shall maintain industry-standard security measures for data encryption, access controls, and incident response in accordance with applicable cybersecurity frameworks.

4.6 Compelled Disclosure. If a party is legally compelled to disclose Confidential Information, it shall provide prior written notice to the other party, unless legally prohibited, and shall limit disclosure to the minimum amount required by law.

4.7 Survival. The obligations in this section shall survive termination of this Agreement for as long as either party retains Confidential Information of the other

5. WARRANTIES AND DISCLAIMERS

5.1 Mutual Warranties. Each party warrants that it has the authority to enter into this Agreement and will comply with all applicable laws and regulations.

5.2 Vigilant Sec Warranty. Vigilant Sec warrants that its proprietary solutions will materially conform to the applicable documentation for the duration of the subscription term defined in the applicable Binding Quote or SOW. If a breach is reported during this period, Vigilant Sec will use commercially reasonable efforts to correct the issue.

5.3 Cybersecurity Disclaimer. Customer acknowledges and agrees that cybersecurity solutions, including those provided by Vigilant Sec, are intended to reduce, but cannot completely eliminate, the risk of cybersecurity incidents. Vigilant Sec does not guarantee that its solutions will detect, prevent, or respond to all cyber threats, breaches, attacks, or malicious activities.

5.4 Third-Party Software Disclaimer. Vigilant Sec provides third-party software "as-is," without warranties beyond those provided by the third-party vendor.

5.4 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, VIGILANT SEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

6. INDEMNIFICATION

6.1 Indemnification by Customer. Customer shall defend, indemnify, and hold Vigilant Sec harmless from any claims, damages, liabilities, or expenses arising from:

• Customer’s use of the solutions in violation of this Agreement.
• Customer’s failure to comply with third-party software licensing terms.
• Any data, content, or material provided by Customer that infringes upon the intellectual property rights of a third party.

6.2 Indemnification by Vigilant Sec. Vigilant Sec shall defend, indemnify, and hold Customer harmless from any claims that Vigilant Sec’s proprietary solutions infringe a third party’s intellectual property rights. If an infringement claim arises, Vigilant Sec may, at its option:

• Modify the solutions to make them non-infringing.
• Obtain a license for Customer to continue using the solutions.
• Terminate the affected solutions and provide a prorated refund.

6.3 Exclusions. Vigilant Sec is not liable for claims based on unauthorized modifications, third-party software, or use of the solutions outside of the permitted scope.

7. LIMITATION OF LIABILITY

7.1 Liability Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY SHALL EXCEED THE AMOUNTS PAID BY CUSTOMER TO VIGILANT SEC IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.2 Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Force Majeure. Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including natural disasters, cyberattacks, labor disputes, government actions, or Internet failures.

8. TERM AND TERMINATION

8.1 Term. This Agreement shall remain in effect for the agreed-upon initial term and any subsequent renewal terms, as specified in the applicable Order Form, or for as long as Customer maintains an active subscription or continues to use Vigilant Sec's solutions.

8.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches the Agreement and fails to cure such breach within that period.

8.3 Termination for Convenience. Customer may terminate this Agreement upon ninety (90) days’ written notice, provided that Customer pays Vigilant Sec in full all outstanding fees or payments associated with the entire remaining term of the Agreement, unless otherwise mutually agreed in writing by both parties.

8.4 Effect of Termination. Upon termination, Customer shall immediately cease all use of Vigilant Sec's solutions and any related third-party software. All outstanding fees shall become immediately due and payable, and Customer must provide written certification of the deletion or destruction of any software or confidential materials provided under this Agreement.

8.5 Survival. Provisions relating to Confidentiality, Indemnification, Limitation of Liability, payment obligations, and any other terms that, by their nature, are intended to survive termination shall continue to remain in full force and effect following termination.