Last Updated: December 24, 2025
Version 2.0 | Effective Date: December 24, 2025 | Document ID: VND-TERMS-2025-V2
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE VAULTNET DEFENSE SERVICES. BY ACCESSING, BROWSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING, BUT NOT LIMITED TO, BINDING ARBITRATION, CLASS ACTION WAIVER, LIMITATION OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS.
In these Terms and Conditions, unless the context otherwise requires, the following definitions shall apply:
"Agreement" means these Terms and Conditions, together with all schedules, annexes, policies, and documents incorporated by reference herein.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interest.
"Authorized User" means any individual who is authorized by Customer to access and use the Services under Customer's account, including employees, contractors, and agents.
"Company," "VaultNet Defense," "we," "us," or "our" means VaultNet Defense Ltd., a company incorporated under the laws of Israel, including its subsidiaries and Affiliates.
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Customer," "you," or "your" means the individual or legal entity that has agreed to these Terms and is accessing or using the Services.
"Customer Data" means all data, information, content, and materials that Customer or Authorized Users submit, upload, transmit, or otherwise make available through the Services.
"Data Processing Agreement" or "DPA" means the data processing addendum incorporated into these Terms governing the processing of Personal Data.
"Documentation" means the user guides, technical manuals, API documentation, and other materials provided by VaultNet Defense describing the features, functions, and operation of the Services.
"Effective Date" means the date on which Customer first accesses or uses the Services or accepts these Terms, whichever occurs first.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.
"Order Form" means any ordering document, online subscription form, or purchase order specifying the Services to be provided, subscription tier, fees, and other commercial terms.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws.
"Services" means the VaultNet Defense autonomous cyber defense platform, including all software, applications, APIs, features, functionalities, updates, and related services provided by VaultNet Defense.
"Subscription Term" means the period during which Customer is entitled to access and use the Services, as specified in the applicable Order Form.
"Third-Party Services" means any products, services, applications, or integrations provided by third parties that may be used in conjunction with the Services.
In these Terms: (a) headings are for convenience only and shall not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to "including" or "includes" shall be construed as "including without limitation"; (d) references to any statute or statutory provision include any modification, re-enactment, or successor legislation; (e) references to "days" mean calendar days unless otherwise specified; and (f) references to "writing" or "written" include electronic communications.
These Terms and Conditions constitute a legally binding agreement between Customer and VaultNet Defense. By accessing, registering for, or using any part of the Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by these Terms, including all policies and documents incorporated by reference. Acceptance may be demonstrated by: (a) clicking an "I Accept" or similar button; (b) executing an Order Form that references these Terms; (c) accessing or using the Services; or (d) any other affirmative act indicating acceptance.
If Customer is entering into this Agreement on behalf of a company, organization, government entity, or other legal entity, Customer represents and warrants that: (a) Customer has full legal authority to bind such entity to these Terms; (b) Customer has read and understood these Terms; and (c) Customer agrees to these Terms on behalf of such entity. If Customer does not have such authority, or if Customer does not agree to these Terms, Customer must not accept these Terms and may not access or use the Services.
The Services are intended for use by businesses and organizations. By using the Services, Customer represents and warrants that: (a) Customer is at least eighteen (18) years of age or the age of legal majority in Customer's jurisdiction; (b) Customer has the legal capacity to enter into binding contracts; (c) Customer is not barred from using the Services under any applicable law; and (d) Customer's use of the Services will not violate any applicable law or regulation.
In the event of any conflict between these Terms and any Order Form, the Order Form shall prevail to the extent of the conflict, unless the Order Form expressly states otherwise. Any terms or conditions contained in Customer's purchase order, vendor registration form, or other document that are inconsistent with or in addition to these Terms are hereby rejected and shall have no force or effect.
VaultNet Defense provides an autonomous, AI-powered cyber defense platform consisting of five integrated core technologies:
The Services are offered in three subscription tiers, each with different features, capabilities, and service levels:
| Tier | Target Customer | Key Features |
|---|---|---|
| Startup | SMBs, Startups | WebShield AI, NodeGuard (5 nodes), Basic Support |
| Enterprise | Mid-Large Enterprises | All Startup + QuantumLock, DarkWeb Sentinel, 24/7 Support |
| Global | Fortune 500, Governments | All Enterprise + Dedicated Infrastructure, Custom SLA |
VaultNet Defense reserves the right to modify, enhance, update, or discontinue any features or functionalities of the Services at any time, provided that such changes do not materially diminish the core functionality described in Customer's subscription tier during the then-current Subscription Term. We will provide reasonable advance notice of any material changes that may adversely affect Customer's use of the Services.
From time to time, VaultNet Defense may offer beta features, early access programs, or experimental functionalities ("Beta Features"). Beta Features are provided "AS IS" without any warranty or support obligation. VaultNet Defense may modify or discontinue Beta Features at any time without notice. Customer's use of Beta Features is at Customer's sole risk, and VaultNet Defense shall have no liability arising from Customer's use of Beta Features.
To access the Services, Customer must create an account by providing accurate, complete, and current registration information. Customer agrees to: (a) provide true, accurate, current, and complete information during registration; (b) maintain and promptly update registration information to keep it accurate and current; (c) maintain the security and confidentiality of account credentials; and (d) immediately notify VaultNet Defense of any unauthorized access or security breach.
Customer is solely responsible for: (a) maintaining the confidentiality of all account credentials, including usernames, passwords, API keys, and access tokens; (b) all activities that occur under Customer's account, whether or not authorized by Customer; (c) implementing appropriate security measures, including multi-factor authentication where available; and (d) ensuring that Authorized Users comply with these Terms. VaultNet Defense shall not be liable for any loss or damage arising from Customer's failure to comply with these security obligations.
Customer may permit Authorized Users to access the Services under Customer's account, subject to the user limits specified in Customer's subscription tier. Customer is responsible for: (a) ensuring that each Authorized User agrees to and complies with these Terms; (b) all acts and omissions of Authorized Users; (c) managing user access and permissions; and (d) promptly revoking access for any user who no longer requires access or whose authorization has been terminated.
VaultNet Defense may suspend Customer's access to the Services, in whole or in part, without prior notice if: (a) Customer breaches these Terms or any applicable policy; (b) Customer's account is past due; (c) Customer's use of the Services poses a security risk or may adversely affect the Services or other customers; (d) VaultNet Defense is required to do so by law or court order; or (e) VaultNet Defense reasonably believes suspension is necessary to protect its rights or the rights of third parties.
Customer agrees to pay all fees specified in the applicable Order Form or as displayed on the VaultNet Defense website at the time of purchase. Fees are stated in United States Dollars (USD) unless otherwise specified. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.
Subscription fees are billed in advance on a monthly or annual basis, depending on Customer's selected billing cycle. By subscribing to the Services, Customer authorizes VaultNet Defense to charge Customer's designated payment method on a recurring basis. Payment is due upon receipt of invoice or, for credit card payments, on the billing date. VaultNet Defense reserves the right to change payment terms upon thirty (30) days' written notice.
If Customer fails to pay any fees when due: (a) VaultNet Defense may charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less; (b) VaultNet Defense may suspend Customer's access to the Services after providing ten (10) days' written notice; (c) Customer shall be liable for all costs of collection, including reasonable attorneys' fees; and (d) VaultNet Defense may terminate this Agreement in accordance with Section 14.
All fees are exclusive of taxes, duties, levies, and similar governmental assessments, including value-added tax (VAT), goods and services tax (GST), sales tax, and withholding tax (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases, excluding taxes based on VaultNet Defense's net income. If VaultNet Defense is required to collect or pay any Taxes, such Taxes will be invoiced to Customer and Customer agrees to pay such Taxes.
VaultNet Defense reserves the right to modify its pricing at any time. Price changes will be communicated to Customer at least thirty (30) days before the start of Customer's next Subscription Term. Price changes will not affect Customer's current Subscription Term unless Customer agrees to such changes. If Customer does not agree to a price change, Customer may terminate the subscription at the end of the then-current Subscription Term.
VaultNet Defense offers a fourteen (14) day money-back guarantee for new subscriptions. If Customer is not satisfied with the Services within the first fourteen (14) days of the initial Subscription Term, Customer may request a full refund by contacting [email protected]. After the fourteen (14) day period, all fees are non-refundable except as required by applicable law or as expressly provided in these Terms.
Customer may use the Services solely for Customer's internal business purposes in accordance with these Terms, the Documentation, and applicable law. Customer shall ensure that all use of the Services by Customer and Authorized Users complies with this Acceptable Use Policy.
Customer shall not, and shall not permit any third party to:
VaultNet Defense reserves the right to investigate any suspected violation of this Acceptable Use Policy and to take any action it deems appropriate, including: (a) issuing warnings; (b) suspending or terminating Customer's access to the Services; (c) removing prohibited content; (d) reporting violations to law enforcement; and (e) pursuing legal remedies. Customer agrees to cooperate with VaultNet Defense in any investigation of suspected violations.
VaultNet Defense is committed to protecting Personal Data in accordance with applicable data protection laws, including but not limited to:
To the extent that VaultNet Defense processes Personal Data on behalf of Customer, the parties agree to the Data Processing Agreement ("DPA") incorporated into these Terms by reference. The DPA sets forth the parties' obligations with respect to data processing, including: (a) the nature and purpose of processing; (b) types of Personal Data processed; (c) categories of data subjects; (d) security measures; (e) sub-processor engagement; (f) data subject rights; (g) data breach notification; and (h) international data transfers.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants VaultNet Defense a limited, non-exclusive, worldwide license to access, use, process, copy, and display Customer Data solely to: (a) provide the Services; (b) improve and develop the Services; (c) generate anonymized and aggregated data for analytics and benchmarking; and (d) comply with applicable law.
VaultNet Defense implements and maintains appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. These measures include, but are not limited to:
Customer acknowledges that VaultNet Defense may transfer Customer Data to countries outside Customer's jurisdiction, including to countries that may not provide the same level of data protection. VaultNet Defense will ensure that any such transfers comply with applicable data protection laws through appropriate safeguards, including: (a) Standard Contractual Clauses approved by the European Commission; (b) Binding Corporate Rules; (c) adequacy decisions; or (d) other legally recognized transfer mechanisms.
Upon termination or expiration of this Agreement, VaultNet Defense will retain Customer Data for a period of thirty (30) days to allow Customer to retrieve such data. After this retention period, VaultNet Defense will delete or anonymize Customer Data in accordance with its data retention policies, except to the extent that retention is required by applicable law or for legitimate business purposes (such as resolving disputes or enforcing agreements).
VaultNet Defense will provide reasonable assistance to Customer in responding to requests from data subjects exercising their rights under applicable data protection laws, including rights of access, rectification, erasure, restriction, portability, and objection. Customer is responsible for responding to data subject requests and for ensuring that Customer has a lawful basis for processing Personal Data through the Services.
The Services, including all software, algorithms, machine learning models, user interfaces, designs, documentation, and related materials, are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. VaultNet Defense and its licensors retain all right, title, and interest in and to the Services and all associated Intellectual Property Rights. Nothing in these Terms transfers any ownership rights to Customer.
Subject to Customer's compliance with these Terms and payment of applicable fees, VaultNet Defense grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and Customer's subscription tier.
Except as expressly permitted in these Terms, Customer shall not: (a) copy, modify, or create derivative works of the Services; (b) rent, lease, lend, sell, sublicense, or transfer the Services to any third party; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Services; (d) access the Services for the purpose of building a competitive product or service; (e) remove or alter any proprietary notices or labels; or (f) use the Services in any manner that exceeds the scope of the license granted herein.
"VaultNet Defense," "WebShield AI," "NodeGuard Network," "QuantumLock Encryption," "DarkWeb Sentinel," "Threat Intelligence Hub," and all related logos, product names, and service names are trademarks or registered trademarks of VaultNet Defense. Customer may not use these marks without VaultNet Defense's prior written consent. All other trademarks are the property of their respective owners.
If Customer provides any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Services ("Feedback"), Customer hereby grants VaultNet Defense a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation or compensation to Customer.
The Services may include open source software components subject to separate license terms. A list of open source components and their applicable licenses is available upon request. To the extent required by open source licenses, the terms of such licenses will apply in lieu of these Terms with respect to such open source components.
Each party (the "Receiving Party") agrees to protect the Confidential Information of the other party (the "Disclosing Party") using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party shall: (a) use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted); (b) cooperates with the Disclosing Party's efforts to obtain a protective order; and (c) discloses only that portion of Confidential Information that is legally required to be disclosed.
Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; (c) its performance under this Agreement will not violate any applicable law or breach any agreement with a third party; and (d) it will comply with all applicable laws in its performance under this Agreement.
VaultNet Defense warrants that: (a) the Services will perform substantially in accordance with the Documentation during the Subscription Term; (b) VaultNet Defense will provide the Services in a professional and workmanlike manner consistent with industry standards; and (c) VaultNet Defense will not knowingly introduce any viruses, malware, or other harmful code into the Services.
Customer represents and warrants that: (a) Customer has all necessary rights to provide Customer Data to VaultNet Defense; (b) Customer Data does not infringe any third-party rights; (c) Customer's use of the Services will comply with all applicable laws; and (d) Customer will not use the Services for any unlawful or prohibited purpose.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. VAULTNET DEFENSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VAULTNET DEFENSE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. VAULTNET DEFENSE DOES NOT WARRANT THAT THE SERVICES WILL DETECT OR PREVENT ALL SECURITY THREATS, VULNERABILITIES, OR ATTACKS. CYBERSECURITY IS AN EVOLVING FIELD, AND NO SYSTEM CAN PROVIDE ABSOLUTE PROTECTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VAULTNET DEFENSE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF VAULTNET DEFENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VAULTNET DEFENSE'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO VAULTNET DEFENSE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).
The limitations in this Section 11 shall not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) Customer's breach of the Acceptable Use Policy or Intellectual Property provisions; (d) Customer's payment obligations; (e) fraud, gross negligence, or willful misconduct; or (f) any liability that cannot be limited or excluded under applicable law.
Customer acknowledges that VaultNet Defense has set its prices and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability in this Agreement are fair and reasonable.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the exclusions and limitations set forth in this Agreement shall apply to the fullest extent permitted by applicable law. Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.
Customer shall indemnify, defend, and hold harmless VaultNet Defense, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "VaultNet Defense Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
VaultNet Defense shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim alleging that Customer's authorized use of the Services infringes any patent, copyright, or trademark of such third party, provided that Customer: (a) promptly notifies VaultNet Defense in writing of the claim; (b) gives VaultNet Defense sole control of the defense and settlement; and (c) provides reasonable cooperation at VaultNet Defense's expense.
VaultNet Defense shall have no obligation to indemnify Customer to the extent a claim arises from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with products, services, or technologies not provided by VaultNet Defense; (c) Customer's use of the Services in violation of this Agreement; (d) Customer Data; or (e) Customer's continued use of allegedly infringing Services after being notified of the infringement or provided with a non-infringing alternative.
If the Services are, or in VaultNet Defense's reasonable opinion are likely to become, the subject of an infringement claim, VaultNet Defense may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate this Agreement and refund to Customer any prepaid fees for the unused portion of the Subscription Term.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent prejudiced by such failure); (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes any obligation on the indemnified party without the indemnified party's prior written consent.
VaultNet Defense commits to the following uptime guarantees, calculated on a monthly basis:
| Subscription Tier | Uptime Guarantee | Maximum Monthly Downtime |
|---|---|---|
| Startup | 99.5% | ~3.6 hours |
| Enterprise | 99.9% | ~43 minutes |
| Global | 99.95% | ~22 minutes |
Uptime calculations exclude downtime resulting from: (a) scheduled maintenance (with at least 48 hours' advance notice); (b) emergency maintenance required to address security vulnerabilities; (c) factors outside VaultNet Defense's reasonable control, including force majeure events, Internet service provider failures, or third-party service outages; (d) Customer's equipment, software, or network connections; (e) Customer's acts or omissions; or (f) suspension of Services due to Customer's breach of this Agreement.
If VaultNet Defense fails to meet the applicable uptime guarantee, Customer may be eligible for service credits as follows:
| Monthly Uptime Percentage | Service Credit |
|---|---|
| Less than guarantee but ≥ 99.0% | 10% of monthly fees |
| Less than 99.0% but ≥ 95.0% | 25% of monthly fees |
| Less than 95.0% | 50% of monthly fees |
Service credits are Customer's sole and exclusive remedy for VaultNet Defense's failure to meet uptime guarantees. Service credits may not exceed 50% of Customer's monthly fees and may not be exchanged for cash. To receive service credits, Customer must submit a written request within thirty (30) days of the end of the affected month.
VaultNet Defense provides technical support in accordance with Customer's subscription tier:
| Tier | Support Channels | Response Time (Critical) |
|---|---|---|
| Startup | Email, Knowledge Base | 24 hours |
| Enterprise | Email, Phone, Chat (24/7) | 4 hours |
| Global | Dedicated Support Team | 1 hour |
This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 14. The initial Subscription Term is specified in the applicable Order Form. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term.
Customer may terminate this Agreement at any time by providing written notice to VaultNet Defense and canceling the subscription through the Services interface. Termination for convenience will be effective at the end of the then-current Subscription Term. Customer will not receive a refund for any unused portion of the Subscription Term.
Either party may terminate this Agreement immediately upon written notice if:
VaultNet Defense may terminate this Agreement or suspend Customer's access to the Services immediately upon written notice if Customer: (a) fails to pay any fees when due and does not cure such failure within ten (10) days after notice; (b) breaches the Acceptable Use Policy; (c) engages in fraudulent or illegal activity; or (d) poses a security risk to the Services or other customers.
Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Services will immediately cease; (b) Customer shall pay all fees accrued through the termination date; (c) each party shall return or destroy the other party's Confidential Information upon request; (d) VaultNet Defense will retain Customer Data for thirty (30) days to allow retrieval, after which Customer Data will be deleted; and (e) all licenses granted hereunder will terminate.
The following provisions shall survive termination or expiration of this Agreement: Sections 1 (Definitions), 5 (Fees - for amounts owed), 7 (Data Protection - for data retention), 8 (Intellectual Property), 9 (Confidentiality), 10.4 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14.4-14.5 (Effect of Termination, Survival), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General Provisions).
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiations. Either party may initiate informal negotiations by sending written notice to the other party describing the Dispute and proposed resolution. The parties shall negotiate in good faith for at least thirty (30) days before initiating formal proceedings.
If the parties are unable to resolve a Dispute through informal negotiations, such Dispute shall be finally resolved by binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Arbitration Rules. The arbitration shall be conducted by a single arbitrator appointed in accordance with the ICC Rules. The seat of arbitration shall be Tel Aviv, Israel, unless the parties agree otherwise. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND VAULTNET DEFENSE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST VAULTNET DEFENSE.
Notwithstanding the foregoing, either party may: (a) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Intellectual Property Rights or Confidential Information; (b) bring an action in small claims court if the Dispute qualifies; or (c) seek provisional or ancillary remedies from a court pending arbitration.
Each party shall bear its own costs and attorneys' fees in connection with any Dispute, unless the arbitrator determines that a party's claims or defenses were frivolous or brought in bad faith, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Subject to Section 15 (Dispute Resolution), the parties consent to the exclusive jurisdiction of the courts located in Tel Aviv, Israel, for any legal action or proceeding arising out of or relating to this Agreement. Each party waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.
If Customer is a consumer (an individual acting for purposes outside of their trade, business, craft, or profession), Customer may be entitled to additional rights under the consumer protection laws of Customer's country of residence. Nothing in this Agreement shall affect Customer's statutory rights as a consumer that cannot be waived or limited by contract.
This Agreement, together with all Order Forms, policies, and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both parties, except that VaultNet Defense may update these Terms as provided in Section 17.10.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the waiving party.
Customer may not assign or transfer this Agreement or any rights or obligations hereunder without VaultNet Defense's prior written consent. Any attempted assignment in violation of this provision shall be null and void. VaultNet Defense may assign this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes, government actions, epidemics, pandemics, power outages, Internet or telecommunications failures, or cyberattacks. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the force majeure event.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on behalf of the other.
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement, except that VaultNet Defense Indemnitees are intended third-party beneficiaries of Section 12.1.
All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested. Notices to VaultNet Defense shall be sent to [email protected]. Notices to Customer shall be sent to the email address associated with Customer's account.
Customer acknowledges that the Services may be subject to export control laws and regulations, including the U.S. Export Administration Regulations, EU export controls, and Israeli export controls. Customer agrees to comply with all applicable export laws and regulations and shall not export, re-export, or transfer the Services to any prohibited country, entity, or individual without appropriate government authorization.
VaultNet Defense reserves the right to modify these Terms at any time. If we make material changes, we will notify Customer by email or by posting a notice on our website at least thirty (30) days before the changes take effect. Customer's continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes. If Customer does not agree to the modified Terms, Customer must discontinue use of the Services and terminate the subscription before the effective date of the changes.
This Agreement is drafted in English. If this Agreement is translated into any other language, the English version shall prevail in the event of any conflict or inconsistency.
If Customer is a government entity, Customer represents that it has the authority to enter into this Agreement and that the Services qualify as "commercial computer software" and "commercial computer software documentation" as defined in applicable acquisition regulations. Government users acquire only those rights set forth in this Agreement.
If you have any questions, concerns, or complaints regarding these Terms or the Services, please contact us:
VaultNet Defense Ltd.
Legal Inquiries:
General Support:
Privacy Inquiries:
Security Reports:
Registered Address: Israel
For legal notices and formal communications, please send correspondence to [email protected] with "Legal Notice" in the subject line.
BY ACCESSING, BROWSING, OR USING THE VAULTNET DEFENSE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU AND VAULTNET DEFENSE LTD. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
You further acknowledge that you have had the opportunity to seek independent legal advice regarding these Terms and that you are entering into this Agreement voluntarily and with full knowledge of its contents and legal effect.