published on 26 May 2025 by vigil solutions hub - End User License Agreement

1. Introduction

Welcome to Vigil Solutions Hub ("Vigil", "we", "us", or "our")! This End User License Agreement ("EULA") governs your access to and use of our software applications, APIs, data services, and related technology solutions (collectively referred to as the "Software").

Entity Information:

• Company Name: Vigil Solutions Hub
• Address: PO Box 255, Coogee NSW 2034, Australia
• Contact: hello@vigil.sh

This EULA applies to all software products and services offered by Vigil Solutions Hub and should be read in conjunction with our Privacy Policy and Terms of Use, which are available on our website.

By downloading, installing, accessing, or using the Software, you agree to be bound by the terms and conditions of this EULA. If you do not agree to all the terms and conditions of this EULA, you do not have the right to download, install, access, or use the Software.

If you are a consumer within the meaning of the Australian Consumer Law, certain rights and remedies may be available to you under the Australian Consumer Law and other applicable Australian consumer protection laws, which cannot be excluded, restricted, or modified by this EULA. This EULA does not exclude, restrict, or modify any such rights or remedies.

2. Grant of License

2.1 License Grant

Subject to your compliance with this EULA, Vigil grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Software for your internal business purposes or personal use
• Access our DataMill API and related data services according to your subscription plan
• Use any client software we provide to access our services

2.2 License Restrictions

This license does not permit you to, and you agree not to:

Software Restrictions:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Modify, alter, or create derivative works based on the Software
• Distribute, sublicense, rent, lease, or transfer the Software to any third party
• Remove or alter any copyright notices, trademarks, or other proprietary markings from the Software
• Use the Software for any illegal, unauthorized, or harmful purpose
• Attempt to circumvent any security measures or access controls in the Software

Data Usage Restrictions: Data provided through our Software or API ("The Data") is subject to strict usage limitations:

• No Local Storage: The Data must not be cached, stored locally, or persisted on any device or storage medium for any reason, including reducing API calls
• No Copying or Reproduction: The Data cannot be copied, cloned, or reproduced in any form, including for backup purposes or sharing with third parties
• Authorized Access Only: All access to The Data must occur through authorized methods provided by our Software or API. Unauthorized access methods including reverse engineering, scraping, or automated data extraction are strictly prohibited
• No Data Manipulation: You may not modify, alter, edit, aggregate, or reformat The Data in ways that misrepresent the original information
• Limited Sharing: Sharing of The Data is only permitted in accordance with our published guidelines and your subscription terms
• Authorized Use Only: The Data is licensed for specific uses as outlined in your subscription plan and may not be used for unauthorized commercial activities, developing competing products, or any use that could harm our business interests
• Confidentiality: You must maintain the confidentiality of any sensitive information contained in The Data and implement appropriate security measures to protect it from unauthorized access or disclosure

2.3 Data Sharing Guidelines

Commercial Use Restrictions:

• Unless explicitly authorized in writing, The Data cannot be used for commercial activities such as developing competing products or services
• The Data is licensed solely for the organization or individual that has purchased access
• Internal use only - such as refining and enriching your organization's existing data holdings

Third-Party Sharing Restrictions:

• Sharing of The Data with third parties is generally prohibited
• Exceptions may be granted on a case-by-case basis with prior written permission
• Specific prohibitions include:
  • Sharing The Data with any third-party organization or individual without explicit written permission
  • Using The Data for commercial activities outside the scope of your organization's internal operations
  • Uploading or incorporating The Data into third-party applications or services

2.4 Permitted Uses

You may use The Data for the following authorized purposes:

• Internal business intelligence and analytics
• Data enrichment of your existing customer or business databases
• Compliance and verification processes within your organization
• Market research for internal strategic planning
• Due diligence activities as part of your business operations

2.5 Compliance Monitoring and Audit Rights

Audit Rights: We reserve the right to conduct reasonable audits to ensure compliance with this EULA, including:

• Reviewing your data storage practices and access logs
• Requesting documentation of your Data usage
• Conducting technical assessments of your integration

Your Cooperation: You agree to:

• Cooperate fully with any compliance audits
• Provide reasonable access to relevant systems and documentation
• Respond promptly to compliance inquiries
• Maintain records of your Data usage for audit purposes

2.6 Enforcement and Consequences

Material Breach: Any violation of this EULA, including the restrictions outlined in this Section 2, constitutes a material breach and may result in:

• Immediate suspension of your account and access to the Software
• Termination of your license and subscription
• Legal action to recover damages and obtain injunctive relief

Termination Process:

• We may suspend or terminate your access immediately upon discovering a violation
• We will provide notice of termination unless immediate action is required to protect our rights
• For Australian consumers, termination is subject to your rights under Australian Consumer Law

No Refunds for Breach: In the event of termination for violation of this EULA, refunds will not be provided for any unused portion of your subscription, except as required by Australian Consumer Law for eligible consumers.

3. Ownership and Intellectual Property

3.1 Software Ownership

• The Software and all intellectual property rights therein are and shall remain the exclusive property of Vigil or its licensors
• This includes all source code, object code, documentation, interfaces, designs, algorithms, and know-how
• No title to or ownership of the Software is transferred to you under this EULA

3.2 Data Ownership

• The Data provided through our services remains the property of Vigil and our data suppliers
• Your license to use The Data does not grant you any ownership rights in The Data
• All rights not expressly granted to you are reserved by Vigil

3.3 Trademarks

• All trademarks, service marks, and trade names used in connection with the Software are the property of Vigil or their respective owners
• You may not use any trademarks without prior written permission

4. Warranties and Disclaimers

4.1 Australian Consumer Law

If you are a consumer under Australian Consumer Law, you are entitled to certain guarantees that cannot be excluded by this EULA, including guarantees that services will be provided with due care and skill and will be fit for purpose.

4.2 General Disclaimers

To the maximum extent permitted by law, and subject to your rights under Australian Consumer Law:

• The Software is provided "as is" and "as available" without warranty of any kind
• We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement
• We do not warrant that the Software will be uninterrupted, secure, error-free, or meet your requirements
• We do not warrant the accuracy, completeness, or reliability of any Data provided through the Software
• You use the Software at your own risk

4.3 Data Accuracy Disclaimer

While we make reasonable efforts to ensure the accuracy and currency of The Data:

• Data may be subject to delays, inaccuracies, errors, or omissions
• Data is compiled from various sources and we cannot guarantee its completeness
• You should verify critical information independently before making business decisions

5. Limitation of Liability

5.1 Australian Consumer Law

If you are a consumer under Australian Consumer Law, we cannot exclude or limit our liability for death, personal injury, or any other loss that cannot be excluded under Australian Consumer Law.

5.2 General Limitations

To the maximum extent permitted by law, and subject to your rights under Australian Consumer Law:

• Our total liability to you for any claim arising out of or relating to the Software is limited to the amount you paid for the Software in the 12 months preceding the claim
• We are not liable for any indirect, incidental, consequential, special, punitive, or exemplary damages
• We are not liable for any loss of profits, revenue, data, or business opportunities
• These limitations apply even if we have been advised of the possibility of such damages

5.3 Data-Related Limitations

We are not liable for:

• Business decisions made based on The Data
• Loss or damage resulting from inaccuracies in The Data
• Third-party claims arising from your use of The Data
• Losses resulting from your failure to comply with this EULA

6. Term and Termination

6.1 Term

This EULA becomes effective upon your first download, access, or use of the Software and continues until terminated in accordance with this Section.

6.2 Termination by You

You may terminate this EULA at any time by:

• Uninstalling the Software from your devices
• Ceasing all use of our services
• Closing your account through our website or by contacting us

6.3 Termination by Us

We may terminate this EULA:

• Immediately if you materially breach any provision of this EULA
• Immediately if we reasonably believe you have engaged in fraudulent or illegal activity
• With 30 days' notice for convenience (subject to any minimum notice requirements under Australian Consumer Law)
• Immediately if required by law or to protect our business interests

6.4 Effects of Termination

Upon termination of this EULA:

• Your license to use the Software immediately terminates
• You must cease all use of the Software and The Data
• You must uninstall the Software from all devices
• You must destroy or return any copies of The Data in your possession
• All restrictions and confidentiality obligations survive termination

7. Governing Law and Dispute Resolution

7.1 Governing Law

This EULA is governed by the laws of New South Wales, Australia, and the Commonwealth of Australia. You agree to submit to the exclusive jurisdiction of the courts of New South Wales for the resolution of any disputes.

7.2 Dispute Resolution

Before commencing legal proceedings, we encourage you to contact us at help@vigil.sh to attempt to resolve any disputes amicably.

7.3 Consumer Rights

If you are a consumer under Australian Consumer Law, you may be entitled to additional dispute resolution options through consumer protection agencies.

8. Entire Agreement

This EULA, together with our Privacy Policy and Terms of Use, constitutes the entire agreement between you and Vigil regarding the use of the Software and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

9. Amendment of EULA

9.1 Right to Amend

We may amend this EULA from time to time to reflect:

• Changes in applicable law
• Changes to our Software or services
• Improvements to user protection
• Other legitimate business reasons

9.2 Notice of Changes

• Minor Changes: Posted on our website with immediate effect
• Material Changes: We will provide at least 30 days' notice via email or prominent notice
• Consumer Rights: Changes cannot reduce your rights under Australian Consumer Law

9.3 Acceptance of Changes

Your continued use of the Software after changes take effect constitutes acceptance of the modified EULA.

10. General Provisions

10.1 Severability

If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

10.2 No Waiver

No waiver of any breach of any provision of this EULA shall be deemed a waiver of any prior or subsequent breach. Our failure to enforce any provision does not constitute a waiver of that provision.

10.3 Assignment

You may not assign this EULA or any rights hereunder without our prior written consent. We may assign this EULA and our rights and obligations to any third party.

10.4 Export Controls

The Software may be subject to Australian and international export control laws. You agree to comply with all applicable export control regulations.

11. Contact Information

If you have any questions about this EULA, please contact us:

• Issues & Support: help@vigil.sh
• Website: https://vigil.sh/contact-us/
• Post: Vigil Solutions Hub, PO Box 255, Coogee NSW 2034, Australia

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Last Updated: 26 May 2025 Version: 2.0