Terms of Service

This Agreement governs Customer’s use of and access to VComply’s governance, risk, and compliance (GRC) platform and related services (the “Services”). By signing the SaaS Order Form, accessing the Services, or by signing into the VComply application and using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement. If Customer does not agree to these terms, Customer may not access or use the Services.

If Customer is entering into this Agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind such entity to these terms. This Agreement applies to both paid subscriptions and free trials of the Services.

VComply and Customer may each be referred to as a “Party” and collectively as the “Parties.”

TABLE OF CONTENTS

  1. Access to the Services
  2. Use of the Services
  3. Term, Cancellation, and Termination
  4. Fees, Billing, Plan Modification, and Payments
  5. Confidential Information
  6. Subprocessors and Security of Customer Data
  7. Temporary Suspension
  8. Non-VComply Services
  9. Free Trials
  10. Intellectual Property Rights
  11. Representations, Warranties, and Disclaimers
  12. Indemnification
  13. Limitation of Liability
  14. Assignment, Entire Agreement, and Amendment
  15. Severability and Survival
  16. Export Compliance and Use Restrictions
  17. Relationship of the Parties
  18. Notice
  19. Governing Law
  20. Federal Government End Use Provisions
  21. Ethical Conduct and Compliance
  22. Insurance
  23. Waiver of Claims for Unfair Contract Terms
  24. Definitions

 

1. ACCESS TO THE SERVICES

1.1 Service Availability

VComply will make the Services available to Customer pursuant to this Agreement and the applicable SaaS Order Form. VComply will use commercially reasonable efforts to ensure the Services are available twenty-four (24) hours a day, seven (7) days a week, maintaining at least 99.9% availability, except during:

  • Planned Downtime: VComply will provide at least forty-eight (48) hours’ advance notice;
  • Emergency Downtime: Unavoidable maintenance necessary for security or performance; or
  • Force Majeure Events: As defined in Section 24.
1.2 Support

VComply will provide support via email and chat during regular business hours (Monday to Friday), excluding federal public holidays in the United States. If Customer purchases enhanced support or service level agreements (SLAs), such terms will be defined in the SaaS Order Form or Statement of Work.

1.3 Professional Services

If Customer requests professional services, such services will be provided under a separate statement of work (“SOW”) or SaaS Order Form, which will reference and incorporate this Agreement.

1.4 Modifications

VComply may modify the Services’ features or functionality during the Subscription Term, provided such modifications do not materially decrease the overall functionality or security of the Services. VComply will provide at least thirty (30) days’ prior notice of any deprecation of a material feature.

1.5 Additional Features

If Customer activates additional features not initially included in the SaaS Order Form, such activation will be deemed acceptance of any supplemental terms or updated charges.

2. USE OF THE SERVICES

2.1 Authorized Users

Customer is responsible for ensuring that its Users:

  • Comply with this Agreement;
  • Maintain the confidentiality of User credentials; and
  • Prevent unauthorized access or use of the Services.
    User logins may not be shared among more than one (1) individual, although they may be reassigned to new individuals when necessary.
2.2 Compliance

Customer shall ensure that its use of the Services complies with all applicable laws and regulations, including data protection and export laws, and does not violate any agreement or obligation Customer has with third parties.

2.3 Restrictions

Customer shall not:

  1. License, sublicense, sell, resell, rent, lease, distribute, or otherwise commercially exploit the Services;
  2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
  3. Gain unauthorized access to the Services or related systems;
  4. Use the Services to transmit unlawful, harmful, or infringing content;
  5. Modify or create derivative works based on the Services or its Documentation;
  6. Use the Services to develop a competing product or service;
  7. Store or transmit sensitive personal data (e.g., health data) unless expressly permitted in writing; or
  8. Circumvent any usage restrictions specified in the SaaS Order Form or Documentation.
2.4 Customer Systems

Customer is solely responsible for maintaining its systems, internet connectivity, network connections, and equipment necessary to access the Services.

3. TERM, CANCELLATION, AND TERMINATION

3.1 Term

The Subscription Term begins on the Effective Date and continues for the period stated in the applicable SaaS Order Form. Subscriptions will automatically renew for successive periods unless either Party provides at least sixty (60) days’ written notice of non-renewal prior to the end of the current Subscription Term.

3.2 Termination for Convenience

Customer may terminate the Services at the end of the then-current Subscription Term by providing sixty (60) days’ written notice to VComply.

3.3 Termination for Cause

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

3.4 Effect of Termination

Upon termination:

  1. Customer shall pay all outstanding fees through the effective termination date;
  2. Customer shall export all Customer Data within thirty (30) days after termination;
  3. Customer shall immediately cease all use of the Services; and
  4. VComply shall have no obligation to maintain or provide Customer Data after the thirty (30)-day period.
    Termination of this Agreement does not relieve either Party of obligations accrued prior to termination.

4. FEES, BILLING, PLAN MODIFICATION, AND PAYMENTS

4.1 Payment Terms

Fees are invoiced in advance and are non-refundable unless otherwise expressly provided in this Agreement or required by law. All payments are due within thirty (30) days of the invoice date.

4.2 Pricing Adjustments

VComply reserves the right to revise its pricing, with any such changes becoming effective at the start of the next renewal term. VComply will provide written notice of any pricing changes at least seventy-five (75) days prior to the beginning of the renewal term. These changes will not apply during the current subscription term.

4.3 Downgrades and Modifications
  • Any downgrade or modification of the Services will be subject to current prevailing prices as of the date of such change.
  • Any discounts, special pricing, or promotions applied to the original SaaS Order Form will cease to apply after a downgrade or modification.
  • VComply is under no obligation to continue offering any pricing, discounts, or promotions previously applied.
4.4 Late Payment

Overdue amounts will incur a late fee at the lesser of 1.5% per month or the maximum rate permitted by law.

4.5 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for any taxes, duties, levies, or fees imposed by governmental authorities in connection with the use of the Services (except taxes based on VComply’s net income).

5. CONFIDENTIAL INFORMATION

Each Party shall safeguard the other Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care). Neither Party shall disclose the other’s Confidential Information except as expressly permitted under this Agreement. This obligation shall survive termination of the Agreement.

6. SUBPROCESSORS AND SECURITY OF CUSTOMER DATA

6.1 Subprocessors

Customer acknowledges that VComply may engage third-party service providers (“Subprocessors”) to assist in providing the Services. VComply shall remain responsible for the compliance of such Subprocessors with this Agreement.

6.2 Security Measures

VComply will maintain industry-standard administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Customer acknowledges that no security system is infallible and agrees that VComply is not liable for unauthorized access or use of Customer Data except to the extent caused by VComply’s willful misconduct or gross negligence.

6.3 Data Processing

Where VComply processes personal data on behalf of Customer, the applicable Data Processing Addendum (“DPA”) or similar instrument (if executed by the Parties) is incorporated by reference. In the event of a conflict, the DPA shall govern with respect to data protection matters.

7. TEMPORARY SUSPENSION

VComply may suspend access to the Services immediately upon notice if it determines that:

  1. Customer’s or a User’s actions pose a security risk;
  2. Customer is more than thirty (30) days delinquent on payment; or
  3. Customer is in breach of this Agreement in a manner that threatens the integrity, security, or availability of the Services.
    Suspensions shall be limited in scope and duration as reasonably possible; however, suspension does not relieve Customer’s obligation to pay any fees due.

8. NON-VCOMPLY SERVICES

The Services may include integration with or links to third-party applications or services (“Non-VComply Services”). Customer’s use of Non-VComply Services is subject solely to its agreement with the third-party provider. VComply disclaims any warranties or liabilities arising from Non-VComply Services.

9. FREE TRIALS

If Customer is approved for Free Trial Services, Customer may use the Services free of charge until (i) the free trial period ends; (ii) the start of any paid Subscription Term; or (iii) termination by VComply in its sole discretion. Free Trial Services are provided “as-is” without warranties, indemnification, or any service level commitments. Customer must export all data prior to the trial’s end, as data may be lost after termination of the trial.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership

VComply and its licensors retain all right, title, and interest in and to the Services, including all related Intellectual Property Rights. This Agreement does not convey any proprietary rights in the Services to Customer.

10.2 Feedback

Customer grants VComply a worldwide, perpetual, irrevocable, royalty-free license to use any feedback, suggestions, or recommendations provided by Customer or its Users regarding the Services.

11. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

11.1 Mutual Representations

Each Party represents and warrants that it has the power and authority to enter into this Agreement and that its performance under this Agreement will not violate any applicable law or contractual obligation.

11.2 VComply Warranties

VComply warrants that it will provide the Services in a professional and workmanlike manner and that the Services will materially conform to the Documentation.

11.3 Disclaimer

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. VCOMPLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. INDEMNIFICATION

12.1 VComply Indemnification

VComply shall defend, indemnify, and hold harmless Customer from any third-party claims that the Services, as provided and used in accordance with this Agreement, infringe or misappropriate a third party’s U.S. Intellectual Property Rights, provided that:

  • Customer promptly notifies VComply in writing of the claim; and
  • VComply has sole control of the defense and settlement of the claim.
    VComply shall have no liability under this Section if the alleged infringement results from (a) modifications made by Customer or third parties, (b) combination of the Services with products not supplied by VComply, or (c) Customer’s breach of this Agreement.
12.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless VComply from any third-party claims arising out of Customer’s use of the Services, Customer Data, or breach of this Agreement.

12.3 Indemnification Procedure

The indemnified Party shall promptly notify the indemnifying Party in writing of any claim, allow the indemnifying Party sole control over the defense and settlement, and provide reasonable cooperation in the defense.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUES, DATA, OR USE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, VCOMPLY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO VCOMPLY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. ASSIGNMENT, ENTIRE AGREEMENT, AND AMENDMENT

14.1 Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the other Party’s prior written consent, except that VComply may assign this Agreement in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets or voting securities.

14.2 Entire Agreement

This Agreement, including any incorporated SaaS Order Forms, Statements of Work, Data Processing Addenda, or other exhibits, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements or representations, whether written or oral, with respect to the Services.

14.3 Amendment

VComply may amend or modify this Agreement at any time. Customer’s continued use of the Services after any such amendment or modification constitutes acceptance of the updated terms. In the event of any conflict between this Agreement and any SaaS Order Form, this Agreement shall control for all general terms except that the SaaS Order Form shall govern the specific commercial terms (such as pricing, subscription term, and payment schedules) if expressly provided.

14.4 Conflict with SaaS Order Form

In the event of any conflict or inconsistency between this Agreement and a SaaS Order Form, the terms of the SaaS Order Form shall control only with respect to the specific commercial terms stated therein. For all other terms, including but not limited to intellectual property, indemnification, limitation of liability, and governing law, this Agreement shall control. The most current version of this Agreement published on the VComply website shall govern unless explicitly overridden by a mutually executed SaaS Order Form.

15. SEVERABILITY AND SURVIVAL

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to modify any invalid provision so as to preserve its intent. Provisions that, by their nature, extend beyond termination or expiration of this Agreement shall survive.

16. EXPORT COMPLIANCE AND USE RESTRICTIONS

Customer shall comply with all applicable export control laws and regulations in its use of the Services. Customer shall not permit any third party to access or use the Services in violation of any U.S. or international embargo, export law, or regulation, nor provide the Services to any person on any restricted party list.

17. RELATIONSHIP OF THE PARTIES

The Parties are independent contractors. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party shall have the authority to bind the other in any manner.

18. NOTICE

All notices or other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth by the Parties. Notices shall be deemed received: (i) upon personal delivery; (ii) two (2) business days after mailing by certified mail, return receipt requested; or (iii) on the first business day after sending via email, provided that confirmation of receipt is obtained.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in Delaware.

20. FEDERAL GOVERNMENT END USE PROVISIONS

If Customer is a U.S. federal government end user, the Services and related Documentation are “commercial computer software” and “commercial computer software documentation” as defined by applicable regulations. Any use, modification, or disclosure of the Services by the U.S. Government is subject to the restrictions set forth herein and the relevant federal acquisition regulations.

21. ETHICAL CONDUCT AND COMPLIANCE

Each Party agrees to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and represents that no improper payments, gifts, or other advantages have been or will be offered in connection with this Agreement.

22. INSURANCE

VComply shall maintain commercially reasonable insurance, including general liability, workers’ compensation, and, if necessary, cyber/privacy liability coverage. Upon request, VComply will provide Customer with a Certificate of Insurance evidencing such coverage.

23. WAIVER OF CLAIMS FOR UNFAIR CONTRACT TERMS

Customer acknowledges that:

  1. The terms of this Agreement are clear, fair, and reasonable.
  2. Customer has had a sufficient opportunity to review and negotiate these terms.
  3. No provision of this Agreement shall be deemed unfair, unconscionable, or one-sided.
  4. Customer expressly waives any right to bring a claim alleging that this Agreement is unfair, unbalanced, or oppressive under any applicable law.
  5. Any ambiguity in this Agreement shall not be construed against VComply as the drafting party.
  6. By signing into the VComply application and using the Services, Customer acknowledges that it accepts these terms as a fair and reasonable bargain between sophisticated commercial parties.

24. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • “Account” means the account(s) or instance(s) created by or on behalf of Customer to access and use the Services.
  • “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) in any form that is designated as confidential or that, under the circumstances, should reasonably be understood as confidential. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is received from a third party without breach of any obligation of confidentiality.
  • “Customer Data” means any data, information, or material provided by Customer or its Users in connection with the use of the Services.
  • “Documentation” means the user guides, manuals, online help, and other documentation provided by VComply regarding the use of the Services.
  • “Effective Date” means the date on which Customer first indicates acceptance of this Agreement by either signing the SaaS Order Form, clicking “I agree,” or by accessing or using the Services.
  • “Force Majeure Event” means an event or circumstance beyond a Party’s reasonable control, including natural disasters, acts of war, terrorism, government actions, or other events that render performance impracticable.
  • “Free Trial Services” means any Services provided to Customer at no charge for a limited period as expressly set forth by VComply.
  • “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, and other proprietary rights in any jurisdiction.
  • “SaaS Order Form” means the ordering document or online form specifying the Services to be provided, including any negotiated commercial terms.
  • “Services” means the hosted software, platform, and related applications provided by VComply under this Agreement, including updates and Documentation.
  • “Subscription Term” means the period during which Customer is authorized to use the Services as specified in the SaaS Order Form.
  • “Users” means individuals authorized by Customer to access and use the Services under Customer’s Account.

By signing into the VComply application and using our Services, you acknowledge and accept these Terms of Service.