Terms of Service

These Terms of Service (“Terms”) form a binding agreement between Vega (“Vega,” “we,” “us”) and the organisation that authorises a user to access the platform (“Customer,” “you”). Each individual user accepts these Terms on behalf of their Customer organisation when they sign in.

If you do not have authority to bind your Customer organisation, you must not use the platform.

The platform is a multi-tenant security-assessment tool that lets authorised users at a Customer organisation:

• Generate AI-mediated security assessments for prospects and clients.
• Render those assessments as PDF and PowerPoint documents.
• Manage prospects, users (subject to Customer's admin role), and historical assessments.

The Service is provided on an “as is” basis and we may add, modify, or remove features over time. Material removals will be announced in advance.

• Account creation is closed: only an existing tenant administrator can invite new users into a Customer organisation.
• Customer is responsible for keeping its credentials confidential and for any activity performed using its accounts.
• Customer must promptly disable or notify us about compromised credentials.
• Customer is responsible for the actions of its users and for ensuring they use the Service in accordance with these Terms.

You will not, and will not allow your users to:

• Submit data that you are not authorised to submit.
• Use the Service to compile information about identifiable individuals beyond what is reasonably necessary for a security assessment.
• Attempt to reverse engineer, decompile, or extract the underlying source code, prompts, or models.
• Use the Service to generate content that infringes intellectual property rights, defames, harasses, or violates applicable law.
• Probe, scan, or test the vulnerability of the Service without prior written permission.
• Resell, sublicense, or provide the Service to third parties as a standalone product.
• Exceed reasonable rate limits, bypass quotas, or generate volumes designed to disrupt the Service.

We may suspend access without notice if we reasonably believe a user is violating this section, and we will notify Customer's admin contact as soon as practical thereafter.

Customer retains all right, title, and interest in the data it submits to the Service (the “Customer Data”), including prospect names, technology stacks, and assessment outputs.

Customer grants Vegaa limited, non-exclusive, worldwide licence to host, process, transmit, and display Customer Data solely as necessary to operate the Service for Customer's benefit. We do not use Customer Data to train AI models, and we contractually prohibit our AI subprocessor from doing so.

Our processing of Customer Data is further described in our Privacy Policy.

The Service uses large-language-model AI to generate assessment content based on inputs Customer provides. AI output:

• Is non-deterministic — the same input may produce different outputs across runs.
• May contain inaccuracies, omissions, or recommendations that are not appropriate for Customer's specific context.
• Must be reviewed by a qualified person before being shared externally with a prospect or client.

Customer is solely responsible for verifying AI output before using it for any business or contractual purpose.

[TODO: insert commercial terms — fee schedule, payment terms, late fees, taxes. For the initial deployment to Velocity Tech Solutions and Alturna-Tech, fees are governed by a separate written agreement.]

• Vega retains all rights in the Service, including software, design, prompts, model configurations, portfolio data structures, and documentation.
• Customer retains all rights in Customer Data.
• Subject to Customer's compliance with these Terms, Vega grants Customer a non-exclusive, non-transferable, worldwide right to use the Service during the term of the agreement.
• If Customer provides feedback, Vega may use that feedback without restriction or compensation.

The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation.

Without limiting the foregoing, AI-generated output is not professional advice (legal, security, audit, or otherwise) and should not be relied on as such.

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, or business interruption.

Vega's total aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees paid by Customer to Vega in the 12 months preceding the event giving rise to the claim, or US$1,000, whichever is greater.

These limits apply notwithstanding any failure of essential purpose of any limited remedy.

Customer will defend, indemnify, and hold harmless Vega from and against any third-party claims, losses, or expenses arising out of:

• Customer Data, including any claim that Customer's use or sharing of Customer Data infringes the rights of a third party.
• Customer's use of AI-generated output, including external sharing without verification.
• Customer's violation of these Terms or applicable law.

• These Terms remain in effect while Customer's account is active.
• Either party may terminate for cause if the other materially breaches and fails to cure within 30 days of written notice.
• Upon termination, Customer's right to use the Service ends. We will make Customer Data available for export for 30 days; thereafter, we may delete it.
• Sections 5, 8, 9, 10, 11, 13, and 14 survive termination.

These Terms are governed by the laws of [TODO: jurisdiction, e.g. State of Delaware, United States], without regard to its conflict-of-laws principles. Each party submits to the exclusive jurisdiction of the courts of [TODO: jurisdiction, e.g. State of Delaware, United States] for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

• Entire agreement. These Terms, together with the Privacy Policy and any signed order form, constitute the entire agreement between the parties on the subject matter and supersede prior agreements.
• Amendments. Material amendments require Customer's assent. Non-material clarifications take effect when posted with a revised “Last updated” date.
• Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of future enforcement.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Questions about these Terms: legal@example.com