Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Vedric Detect platform, the Vedric endpoint agent software, the vedric.io website, and any related products, services, or features (collectively, the "Services") provided by Vedric ("Vedric," "we," "us"). By accessing or using the Services, you agree to be bound by these Terms.

If you accept these Terms on behalf of an organization, you represent and warrant that you have the legal authority to bind that organization, and "you," "your," or "Customer" refers to that organization. If you do not have such authority, or do not agree, you must not access or use the Services.

For Customers under a separately executed master agreement with Vedric, that agreement governs and these Terms apply only to the extent not inconsistent with it.

Vedric provides a behavioral telemetry, detection, hunting, investigation, and response platform that processes metadata generated by endpoints in a Customer's environment. The Services include endpoint agent software, cloud-based processing and storage, dashboard and operator interfaces, APIs, and related documentation.

We may modify, add to, or remove features of the Services from time to time. We will use reasonable efforts to provide notice of material changes that adversely affect functionality you actively use.

You must register for an account and provide accurate, complete information. You are responsible for the security of all credentials issued under your account, for all activity that occurs under those credentials, and for ensuring that each individual user complies with these Terms. Notify support@vedric.io immediately of any suspected unauthorized access.

The number of authorized users, monitored endpoints, or other quantitative limits are as set forth in your subscription plan, order form, or platform configuration. Exceeding configured limits may result in additional fees, suspension of overage activity, or both.

Subject to these Terms and your payment of applicable fees, Vedric grants you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription term to (a) install and operate the Vedric agent software on endpoints owned or managed by you within your organization, and (b) access and use the cloud Services for your internal business operations.

The agent software and Services are licensed, not sold. Vedric and its licensors retain all right, title, and interest in and to the Services, including all intellectual property rights. No rights are granted by implication, estoppel, or otherwise.

You agree not to:

• Use the Services to monitor any individual without proper legal authority and without providing all notices required by applicable employment, privacy, surveillance, and labor laws in the relevant jurisdiction.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any part of the Services, except to the extent expressly permitted by applicable law.
• Attempt to access, probe, scan, or test the vulnerability of any system or network operated by Vedric except as part of an authorized security testing engagement.
• Use the Services to develop a competing product or service, or for benchmarking or competitive analysis without our written consent.
• Resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Services without our prior written authorization.
• Upload or transmit malicious code, attempt to interfere with the integrity of the Services, or use the Services to violate any law, regulation, or third-party right.
• Bypass or attempt to bypass any rate limit, access control, or other technical or contractual restriction.

We may suspend or terminate access for any violation of this section, with or without notice, in our reasonable discretion.

The Vedric agent observes activity on endpoints in your environment. As the entity deploying the agent, you are solely responsible for:

• Establishing the lawful basis for monitoring under applicable law (including employment, privacy, surveillance, works council, and union laws).
• Providing all required notices and obtaining all required consents from monitored individuals before deploying the agent.
• Maintaining and enforcing your own internal policies governing the use, access, and disclosure of telemetry collected via the Services.
• Responding to requests from monitored individuals exercising their data protection rights, with Vedric's reasonable assistance as a data processor.

You agree to indemnify, defend, and hold harmless Vedric and its affiliates, officers, directors, employees, and agents against any claim, loss, damage, fine, penalty, or expense (including reasonable legal fees) arising out of your failure to comply with this section.

"Customer Data" means data collected from your endpoints by the Vedric agent and processed within the Services. As between the parties, you retain all rights, title, and interest in Customer Data. You grant Vedric a limited license to host, process, transmit, display, and analyze Customer Data solely as necessary to deliver the Services to you, to maintain and improve the Services in a manner that does not identify you, to ensure security and prevent abuse, and to comply with law.

For Customers subject to GDPR, UK GDPR, or analogous regimes, our processing of Customer Data is governed by our Data Processing Addendum, which is incorporated into these Terms by reference.

Upon termination of your subscription, you may request export of Customer Data in a commercially reasonable machine-readable format within thirty (30) days. After this period, we will delete Customer Data in accordance with our retention practices, except as required to be retained by law.

We strive to maintain high availability of the Services but do not guarantee uninterrupted or error-free operation. Service availability commitments, if any, are set forth in a separately executed Service Level Agreement or Order Form. The agent is designed to operate independently during periods of cloud unavailability, buffering data locally for transmission when connectivity is restored.

Fees, payment terms, and subscription duration are set forth in your subscription plan or Order Form. Fees are charged in advance for the applicable subscription period and are non-refundable except as expressly stated. Unpaid fees accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for non-payment after providing reasonable notice; suspension does not relieve you of payment obligations. We may change pricing on at least thirty (30) days' written notice, effective at the start of your next renewal term.

These Terms commence when you accept them or first use the Services and continue until terminated. Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within thirty (30) days of written notice. Either party may terminate for convenience at the end of the then-current subscription period with at least thirty (30) days' written notice.

We may suspend or terminate access immediately and without notice if (a) we believe your use poses an imminent threat to the Services, our other Customers, or third parties; (b) required by law; or (c) you violate Section 5 (Acceptable Use) or Section 6 (Customer Responsibility).

Upon termination, your right to use the Services immediately ceases. Sections 5-7, 11-18, and any other provision that by its nature should survive will survive.

Each party may receive confidential or proprietary information from the other ("Confidential Information"). Each party agrees to use Confidential Information only as necessary to perform under these Terms, to protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity (and never less than reasonable care), and to disclose it only to employees, contractors, or advisors with a need to know who are bound by similar confidentiality obligations. Confidential Information does not include information that is or becomes publicly known without breach, was already known to the receiving party, was independently developed, or was rightfully received from a third party. Disclosure required by law is permitted, with prior notice to the disclosing party where lawful.

Important - please read carefully.

The Services are designed to assist Customers in detecting suspicious or anomalous activity, but Vedric does not represent or warrant that the Services will detect, prevent, or mitigate every security incident, breach, intrusion, malware infection, insider threat, or other adverse event. Security threats evolve continuously and no security tool can guarantee complete protection. The Services are intended as one component of a defense-in-depth security program and are not a substitute for the Customer's own security policies, controls, training, or judgment. The Customer remains solely responsible for its own security posture, incident response, and compliance with applicable law.

Except as expressly stated in a separately signed agreement, the services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory. Vedric and its licensors and suppliers disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and any warranties arising from course of dealing or trade usage. Vedric does not warrant that the services will be uninterrupted, secure, error-free, or free from harmful components.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, use, or data, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages and regardless of the theory of liability.

Each party's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total fees paid or payable by you to Vedric for the Services in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

The limitations in this Section 13 do not apply to: (i) either party's indemnification obligations under these Terms; (ii) breaches of confidentiality obligations under Section 11; (iii) Customer's payment obligations; (iv) liability that cannot be limited under applicable law (such as gross negligence or willful misconduct in jurisdictions where such limitation is prohibited).

By Customer

You will indemnify, defend, and hold harmless Vedric, its affiliates, officers, directors, employees, and agents from any claim, loss, damage, fine, penalty, or expense (including reasonable legal fees) by a third party arising out of or related to (a) your use of the Services in violation of these Terms or applicable law, (b) your failure to provide required notices to or obtain required consents from monitored individuals, (c) Customer Data or other content you transmit through the Services, or (d) your gross negligence or willful misconduct.

By Vedric

Vedric will defend you against any third-party claim alleging that the Services, when used in accordance with these Terms, infringe a U.S. patent, copyright, or trade secret, and will pay damages finally awarded against you (or settlement amounts agreed to by Vedric). This obligation does not apply to claims arising from (i) modifications not made by Vedric, (ii) combination with non-Vedric products or data, (iii) use after notice of alleged infringement, or (iv) use other than as authorized by these Terms.

If you provide suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you grant Vedric a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, and incorporate the Feedback into the Services or any other Vedric product without obligation or compensation to you.

Each party will comply with all laws applicable to its performance under these Terms. You represent and warrant that you (a) are not located in, organized under the laws of, or controlled by any country, region, or party subject to comprehensive U.S., U.K., EU, or U.N. sanctions (including but not limited to Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions, and any successor list); (b) are not on any restricted-parties list maintained by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of Commerce Bureau of Industry and Security, or any equivalent foreign authority; and (c) will not export, re-export, or transfer the Services in violation of applicable export control or sanctions laws.

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, public health emergencies, fire, flood, earthquake, labor disputes, internet or telecommunications failures, supplier failures, or cyberattacks targeting third-party infrastructure.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved through good-faith negotiation within sixty (60) days will be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. The arbitration will be conducted in Wilmington, Delaware (or remotely at the parties' election), in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

Each party waives any right to participate in a class action, collective action, or representative proceeding.

Questions about these Terms, legal notices, and requests related to the Services can be directed to the addresses below.

LEGAL

legal@vedric.io

SUPPORT

support@vedric.io

SALES

info@vedric.io

WEBSITE

vedric.io