Terms of Service

1. The Service

Viglyn provides a Governance, Risk, and Compliance ("GRC") automation platform that helps organizations prepare for and maintain compliance with frameworks including SOC 2, ISO 27001, ISO 27701, the Digital Personal Data Protection Act, 2023 ("DPDP Act"), CERT-In directions, RBI Cyber Security and Cyber Resilience Framework, SEBI Cyber Security and Cyber Resilience Framework, and other standards we may add from time to time.

The Service includes, without limitation: a compliance dashboard, automated controls and evidence collection, integrations with third-party systems, policy templates, an auditor portal, a trust portal, vendor management features, and related documentation.

We may modify, add to, or remove features from the Service at our discretion. We will not materially reduce the core functionality you have paid for during a paid subscription term without notice.

2. Accounts and Eligibility

2.1 Eligibility

You must be at least 18 years of age and capable of entering into a binding contract. The Service is intended for use by organizations, not individual consumers.

2.2 Account registration

You must provide accurate and complete information when creating an account and keep it current. You are responsible for all activity that occurs under your account.

2.3 Authorized Users

You may permit your employees, contractors, and agents ("Authorized Users") to use the Service on your behalf, subject to these Terms. You are responsible for the acts and omissions of your Authorized Users.

2.4 Credentials and security

You must keep account credentials confidential, use multi-factor authentication where offered, and notify us promptly through the contact channels published on the Website of any suspected unauthorized access.

3. Subscription, Fees, and Billing

3.1 Plans and pricing

Subscriptions are offered on the plans described on our Website or in an Order Form executed between you and Viglyn. Fees are exclusive of taxes (including any applicable GST), which you are responsible for.

3.2 Billing

Payments are processed through a third-party payment processor. By providing payment information, you authorize us to charge the applicable fees, taxes, and any renewal amounts to your designated payment method.

3.3 Renewal

Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial term. You may cancel renewal in accordance with Section 12.

3.4 Non-refundable

Except where required by applicable law or expressly stated in an Order Form, fees are non-refundable. Downgrades or cancellations mid-term do not entitle you to a refund of pre-paid fees.

3.5 Late payment

Overdue invoices may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) and may result in suspension of the Service after written notice.

3.6 Price changes

We may change fees for renewal terms by giving you at least thirty (30) days' written notice prior to the start of the renewal term.

4. Customer Data

4.1 Definition

"Customer Data" means all data, content, and information that you or your Authorized Users submit to, or that is collected by the Service from connected third-party systems on your behalf, in the course of using the Service.

4.2 Ownership

As between you and Viglyn, you retain all right, title, and interest in and to Customer Data. You grant Viglyn a worldwide, non-exclusive, royalty-free licence to access, use, copy, transmit, store, and display Customer Data solely to provide and improve the Service, perform our obligations, and as otherwise permitted by these Terms or our Privacy Policy.

4.3 Customer responsibility

You are responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining all necessary rights and consents to provide Customer Data to us; and (c) determining the appropriateness of the Service for your purposes.

4.4 Aggregate and de-identified data

We may generate aggregated or de-identified data from Customer Data and use it to operate, improve, and benchmark the Service, provided that such data does not identify you or any individual.

4.5 Personal data and Data Processing Addendum

Where Customer Data includes personal data subject to the DPDP Act, the GDPR, or similar laws, the parties' obligations are further set out in our Data Processing Addendum ("DPA"), which is incorporated by reference and made available on request.

5. Third-Party Integrations

The Service allows you to connect with third-party products and services (each, a "Third-Party Service"). Your use of any Third-Party Service is governed by the terms and privacy policy of that provider, not by Viglyn. You authorize us to access Third-Party Services on your behalf using the credentials and permissions you supply.

We are not responsible for any Third-Party Service, its availability, accuracy, or any data loss resulting from its use. We may suspend or remove integrations at our discretion.

6. Acceptable Use

You agree that you and your Authorized Users will not:

• (a) use the Service in violation of any applicable law or regulation;
• (b) reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law;
• (c) copy, modify, or create derivative works of the Service;
• (d) resell, sublicense, rent, lease, or otherwise commercially exploit the Service for the benefit of any third party, except to your own Authorized Users;
• (e) use the Service to build a competing product or to benchmark for the purpose of building a competing product;
• (f) upload or transmit any malware, virus, or harmful code;
• (g) attempt to gain unauthorized access to the Service, our systems, or other customers' data;
• (h) interfere with or disrupt the integrity or performance of the Service;
• (i) probe, scan, or test the vulnerability of the Service without our prior written consent;
• (j) use the Service to store or transmit content that is unlawful, defamatory, infringing, or otherwise objectionable; or
• (k) misrepresent your identity or affiliation with any person or entity.

We may suspend or terminate access for any violation of this Section 6.

7. Intellectual Property

7.1 Our IP

Viglyn and its licensors own all right, title, and interest in and to the Service, including all software, documentation, templates, policies, content libraries, and trademarks. Except for the limited rights expressly granted in these Terms, no licence is granted to you, by implication, estoppel, or otherwise.

7.2 Feedback

If you provide suggestions, ideas, or feedback ("Feedback"), you grant us a perpetual, irrevocable, royalty-free licence to use the Feedback without restriction or compensation to you.

7.3 Trademarks

"Viglyn" and our logos are our trademarks. You may not use them without our prior written permission, except to refer to the Service in accordance with applicable fair-use principles.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is identified as confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The features, functionality, performance, and pricing of the Service are our Confidential Information.

8.2 Obligations

The receiving party will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; and (c) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than these.

8.3 Exclusions

Confidential Information does not include information that is (a) publicly available without breach of these Terms; (b) known to the receiving party prior to disclosure; (c) independently developed without reference to the disclosing party's Confidential Information; or (d) lawfully obtained from a third party without restriction.

8.4 Compelled disclosure

A party may disclose Confidential Information if required by law, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance to contest the disclosure.

9. Security and Availability

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as further described in our security documentation made available on request.

We will use commercially reasonable efforts to make the Service available 24/7, excluding planned maintenance, emergency maintenance, and circumstances beyond our reasonable control. Specific service-level commitments, if any, are set out in an Order Form or separate SLA.

10. Disclaimers

10.1 No legal or audit advice

The Service helps you prepare for and maintain compliance with various frameworks. It is not a substitute for professional legal, audit, or certification advice. Viglyn is not a certifying body, a law firm, or an audit firm. Compliance outcomes (including audit results, certifications, and regulatory determinations) depend on factors outside our control.

10.2 "AS IS"

Except as expressly stated in these Terms, the Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation, to the maximum extent permitted by law.

11. Limitation of Liability

11.1 Excluded damages

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

11.2 Liability cap

Each party's total cumulative liability arising out of or relating to these Terms, whether in contract, tort, or any other theory, will not exceed the fees paid or payable by you to Viglyn under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions

The exclusions and cap in this Section 11 do not apply to: (a) a party's breach of confidentiality obligations under Section 8; (b) your obligation to pay fees; (c) either party's indemnification obligations; or (d) liability that cannot be limited or excluded under applicable law.

12. Term and Termination

12.1 Term

These Terms commence when you first accept them and continue until all subscriptions have ended or until terminated as set out below.

12.2 Termination for convenience

Either party may elect not to renew a subscription by giving written notice at least thirty (30) days before the end of the then-current term.

12.3 Termination for cause

Either party may terminate these Terms immediately on written notice if the other party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

12.4 Effect of termination

On termination: (a) your right to access and use the Service ceases; (b) you will pay any fees accrued through the effective date of termination; and (c) we will, upon your written request made within thirty (30) days of termination, make Customer Data available to you for export in a commonly used format. After this period, we may delete Customer Data in accordance with our retention policies and the DPA.

12.5 Survival

Sections that by their nature should survive termination will survive, including Sections 4 (Customer Data), 7 (IP), 8 (Confidentiality), 10 (Disclaimers), 11 (Liability), 12.4 (Effect), 13 (Indemnification), 14 (Governing Law), and 15 (General).

13. Indemnification

13.1 By Viglyn

We will defend you against any third-party claim alleging that your authorized use of the Service infringes that third party's intellectual property rights, and will indemnify you against damages and costs (including reasonable attorneys' fees) finally awarded against you, provided that you (a) promptly notify us in writing of the claim; (b) give us sole control of the defence and settlement; and (c) reasonably cooperate at our expense. We will have no obligation under this Section 13.1 for claims arising from (i) your modification of the Service; (ii) your use of the Service in combination with non-Viglyn products; (iii) Customer Data; or (iv) your use of the Service in violation of these Terms.

13.2 By Customer

You will defend us against any third-party claim arising from (a) Customer Data; (b) your or your Authorized Users' violation of these Terms; or (c) your violation of any applicable law, and will indemnify us against damages and costs (including reasonable attorneys' fees) finally awarded against us or agreed in settlement.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms will first be referred to good-faith discussions between senior representatives of the parties for a period of thirty (30) days.

If the dispute is not resolved through such discussions, it will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration will be New Delhi, India, and proceedings will be in English. The award will be final and binding.

Notwithstanding the above, either party may seek interim or injunctive relief in any court of competent jurisdiction in New Delhi, India.

15. General

15.1 Entire agreement

These Terms, together with any Order Form, the DPA, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications on the subject.

15.2 Order of precedence

In the event of a conflict, the order of precedence is: (a) the Order Form; (b) the DPA; (c) these Terms; and (d) the Privacy Policy.

15.3 Modifications

We may update these Terms from time to time. If we make material changes, we will notify you through the Service or by other reasonable means at least thirty (30) days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15.4 Assignment

You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. We may assign these Terms freely. Any prohibited assignment is void.

15.5 Force majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, accidents, network or power outages, or acts of third-party providers.

15.6 Notices

Notices to you may be sent through the Service or to the contact details associated with your account. Notices to Viglyn must be sent through the contact channels published on the Website.

15.7 No waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

15.8 Severability

If any provision is held unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.9 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

15.10 Publicity

We may identify you as a customer and use your name and logo on our website and in marketing materials, unless you opt out by notifying us through the contact channels published on the Website.