Terms of conditions
Last Modified: July 27, 2026
These Terms of Service ("Agreement") are a binding agreement between Vantis Decision Intelligence Inc. ("Provider, we, us, or our") and the entity or organization accepting this Agreement or, if no entity or organization is identified, the individual accessing or using the Services ("Customer, you, or your"). This Agreement governs Customer’s access to and use of the Services, including any websites, applications, software, artificial intelligence features, content, and related services made available by Provider. Provider's Privacy Policy, available at www.vantisdi.com, is incorporated into this Agreement by reference.
This Agreement takes effect when you click "I Agree," create an account, access the Services, or otherwise indicate your acceptance of this Agreement (the "Effective Date"). By clicking "I Agree" or otherwise accepting this Agreement, you acknowledge that you have read and understand this Agreement, including the Privacy Policy incorporated herein by reference, agree to be bound by its terms, represent that you have the legal capacity to enter into this Agreement, and agree that this Agreement is enforceable in the same manner as a written agreement signed by you. If you are accepting this Agreement on behalf of an entity or organization, you represent and warrant that you have the authority to bind that entity or organization to this Agreement. If you do not agree to this Agreement, the Privacy Policy, or any terms incorporated by reference, do not click "I Agree," create an account, access the Services, or use the Services.
IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION AND BINDING ARBITRATION: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND BINDING ARBITRATION PROVISION, A WAIVER OF YOUR RIGHT TO A JURY TRIAL, AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR OTHER REPRESENTATIVE PROCEEDINGS. PLEASE REVIEW SECTION 13 CAREFULLY, AS IT AFFECTS YOUR LEGAL RIGHTS.
1. Definitions.
(a) "Aggregated Statistics" means data and information related to Customer's use of the Services that are collected and used by Provider in an aggregate and de-identified manner, and that do not identify Customer or disclose Customer Data, including to compile statistical and performance information related to the provision, operation, maintenance, security, and improvement of the Services.
(b) "Assessment" means any report, score, recommendation, analysis, insight, dashboard, or other decision-support output generated by the Services based on Customer's Intake Data.
(c) "Customer Data" means information, data, text, images, audio, video, files, communications, prompts, submissions, feedback, and other content, in any form or medium, that is submitted, uploaded, posted, transmitted, generated, or otherwise made available by or on behalf of Customer through the Services, including Intake Data and Assessments, but excluding Aggregated Statistics.
(d) "Evaluation" means the initial phase during which Customer completes intake and receives an Assessment without entering a paid Subscription.
(e) "Intake Data" means the information, data, documents, and other materials submitted by or on behalf of Customer through the Services regarding Customer's cybersecurity environment, systems, infrastructure, practices, policies, procedures, controls, operations, risks, and related information for analysis by the Services.
(f) "Order Form" means an order form, quote, or other ordering document, in electronic or written form, referencing this Agreement and specifying the Subscription plan, fees, billing frequency, Subscription Term, and other commercial terms agreed by the parties.
(g) "Provider IP" means the Services and any and all intellectual property owned by or licensed to Provider and made available in connection with the Services, including the software, assessment methodologies, scoring methodologies, analytical models, algorithms, prompts, workflows, know-how, and related technology used to provide the Services. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of access to or use of the Services, but does not include Customer Data.
(h) "Services" means platform services that process Customer Data to generate Assessments using artificial intelligence and other technologies.
(i) "Subscription" means a paid, term-based engagement for the Services agreed by the parties pursuant to a separate order, quote, or ordering document.
(j) "Third-Party Products" means any products, services, software, applications, content, websites, artificial intelligence services, cloud hosting services, or other technology owned, provided, or controlled by a third party that are made available through, integrated with, or used in connection with the Services.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of this Agreement solely for Customer's internal business purposes and only in accordance with this Agreement. The scope of access granted depends on whether Customer is in the Evaluation phase or has entered a Subscription, as further described in Section the Fees. Provider may establish, modify, or discontinue eligibility requirements, features, functionality, usage limitations, or access restrictions applicable to the Services at any time.
(b) AI Services. The Services may include artificial intelligence, machine learning, automated decision-making, generative artificial intelligence, and other automated features, tools, functionality, or services ("AI Services"). Certain AI Services may operate without human review, oversight, or intervention, and Provider does not guarantee that any AI-generated content, recommendation, response, analysis, or output will be reviewed, verified, approved, or monitored by a human. AI Services may be provided by Provider or made available through Third-Party Products. AI Services may generate responses, recommendations, summaries, analyses, content, or other outputs based on Customer Data and other information made available through the Services. Customer acknowledges and agrees that AI Services are provided as part of the Services and may be subject to additional feature-specific terms, disclosures, usage limitations, or requirements made available through the Services. Provider may add, modify, suspend, limit, or discontinue any AI Services or AI-related functionality at any time in its discretion.
(c) Use Restrictions. Customer shall not, and shall not permit any third party to: (i) copy, modify, distribute, sublicense, or otherwise exploit the Services except as expressly permitted by this Agreement; (ii) reverse engineer or attempt to derive the source code or underlying algorithms of the Services; (iii) create derivative works based on the Services; (iv) remove or obscure any proprietary notices contained in the Services; (v) access or use the Services to develop, train, or provide a competing product or service; (vi) circumvent or disable any security or access control feature implemented by Provider; (vii) scrape or use automated means to access the Services without authorization; (viii) gain unauthorized access to the Services, accounts, or systems; (ix) introduce malware or other harmful code; or (x) use the Services in violation of applicable export control or sanctions laws.
(d) Reservation of Rights. Provider reserves all rights not expressly granted under this Agreement. Except for the limited rights expressly granted herein, nothing in this Agreement grants Customer any ownership interest in, or any right, title, or interest to, the Services, Provider IP, or any intellectual property rights associated therewith.
(e) Suspension. Provider may suspend or terminate Customer's access at any time if Provider reasonably determines that: (i) Customer has violated this Agreement; (ii) Customer's use poses a security, legal, or fraud risk to the Services or any party; (iii) suspension is required by applicable law or court order; or (iv) a Third-Party Product provider has suspended access to services necessary to operate the Services. Provider need not give notice and may restore access at its discretion when the issue is resolved.
(f) Aggregated Statistics. Provider may monitor, collect, compile, analyze, and use Aggregated Statistics relating to the operation, performance, security, improvement, support, maintenance, and use of the Services. As between Provider and Customer, all right, title, and interest in and to Aggregated Statistics, and all intellectual property rights therein, belong exclusively to Provider.
3. Customer Responsibilities.
(a) Account. Customer may be required to create an account to access certain features. Customer shall provide accurate, current account information. Customer is responsible for all activity under its account and for safeguarding its credentials. Customer shall promptly notify Provider of any unauthorized use of its account. Account credentials may not be shared except as the Services permit. Provider may suspend or terminate any account maintained in violation of this Agreement. Provider is not responsible for loss arising from Customer's failure to safeguard its credentials.
(b) Customer Conduct. Customer shall use the Services in a lawful and responsible manner and shall not: (i) violate any law or third-party right; (ii) impersonate any person or entity; (iii) infringe or misappropriate any intellectual property, privacy, or confidentiality right; (iv) collect information about other users without authorization; or (v) encourage or permit any third party to engage in any of the foregoing.
(c) Third-Party Products. Provider may from time to time make Third-Party Products available through or in connection with the Services. Third-Party Products may be subject to separate terms, conditions, licenses, privacy policies, or other requirements established by the applicable third party. Provider is not responsible for Third-Party Products and Customer's use of any Third-Party Product is at Customer's own risk. If Customer does not agree to the applicable third-party terms, Customer should not access or use the applicable Third-Party Product.
(d) Intellectual Property Infringement. Provider respects the intellectual property rights of others. Customer shall not upload, post, transmit, distribute, generate, or otherwise make available through the Services any content that infringes, misappropriates, or otherwise violates any copyright, trademark, patent, trade secret, or other intellectual property right.
4. Fees and Payment.
(a) Fees. The Evaluation is provided at no cost to Customer. A Subscription requires payment of fees as set forth in the applicable Order Form. Applicable fees, subscription plans, billing terms, and related information will be made available at www.vantisdi.com or through the Services. Customer agrees to pay all fees and charges incurred in connection with Customer's use of the Services in accordance with the pricing and billing terms then in effect.
(b) Order Form. Each Subscription is governed by an Order Form. In the event of a conflict between an Order Form and this Agreement, this Agreement controls unless the Order Form expressly states otherwise.
(c) Payment Method. If Customer purchases a Subscription, Customer authorizes Provider or its third-party payment processor to charge the payment method designated by Customer for all applicable fees, taxes, and other charges.
(d) Invoicing. Provider will invoice Customer for Subscription fees in advance on a monthly basis, or as otherwise specified in the applicable Order Form. Customer shall pay all invoiced amounts within thirty (30) days of the invoice date, unless otherwise specified in the Order Form.
(e) Price Changes. Provider may modify fees, pricing, Subscription plans, or billing terms at any time, provided that any fee increase applicable to Customer's Subscription will not take effect until Customer's next renewal Subscription Term. Provider shall provide Customer with at least thirty (30) days' written notice of any fee increase prior to the renewal Subscription Term in which it takes effect. If Customer does not agree to the increased fees, Customer may decline the increase by providing notice of non-renewal in accordance with the Term section, and the then-current fees will continue to apply through the end of the then-current Subscription Term.
(f) No Refunds. Except as otherwise expressly required by applicable law or expressly stated by Provider in writing, all fees, charges, Subscriptions, purchases, and payments made in connection with the Services are final and non-refundable. Customer will not be entitled to any refund, credit, or prorated reimbursement for any unused portion of a Subscription term, partial use of the Services, downgrades, account suspension, or termination of this Agreement. Any refund, credit, or other accommodation granted by Provider in a particular instance shall not obligate Provider to provide the same or similar accommodation in the future.
(g) Taxes. Fees are exclusive of applicable taxes unless otherwise stated. Customer is responsible for all applicable taxes, duties, assessments, and other governmental charges associated with Customer's purchase or use of the Services, excluding taxes based on Provider's net income.
(h) Failure to Pay. If any amount owed by Customer cannot be collected through the designated payment method or remains unpaid, Provider may suspend or terminate Customer's access to all or part of the Services until all outstanding amounts are paid in full. Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and Provider may recover its reasonable costs of collection, including attorneys' fees.
(i) Free Trials and Promotional Offers. Provider may offer free trials, promotional pricing, discounts, credits, or other incentives from time to time. Additional terms and conditions may apply to such offers and are incorporated herein by reference.
5. Intellectual Property Ownership; Feedback.
(a) Provider IP. As between Provider and Customer, Provider and its licensors own and retain all right, title, and interest in and to the Services, Provider IP, and all related software, technology, content, features, functionality, trademarks, service marks, trade names, logos, designs, works of authorship, inventions, know-how, trade secrets, and other intellectual property and proprietary rights embodied therein or related thereto. Except for the limited rights expressly granted under this Agreement, no right, title, or interest in or to the Services, or Provider IP is granted, assigned, transferred, or conveyed to Customer.
(b) Customer Data. As between Provider and Customer, Customer retains all right, title, and interest in and to Customer Data, subject to the rights and licenses granted to Provider under this Agreement. Customer represents and warrants that Customer owns or otherwise has all rights, consents, permissions, and authority necessary to provide Customer Data to Provider and to grant the rights and licenses set forth in this Agreement.
(c) License to Customer Data; Subprocessors. Customer grants Provider a worldwide, non-exclusive, royalty-free, and sublicensable license to use, process, and store Customer Data as reasonably necessary to provide and support the Services to Customer, including through Provider's subprocessors and third-party service providers engaged to operate the Services.
(d) Feedback. If Customer provides Provider with any suggestions, ideas, feedback, recommendations, proposed improvements, or other comments regarding the Services ("Feedback"), Customer hereby irrevocably assigns to Provider all right, title, and interest in and to such Feedback. To the extent any such rights cannot be assigned, Customer grants Provider a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, royalty-free, fully paid-up license to use, reproduce, modify, distribute, display, perform, create derivative works from, exploit, and otherwise use such Feedback for any lawful purpose without restriction, attribution, compensation, or obligation to Customer.
(e) Third-Party Products. Third-Party Products are owned by their respective owners and may be protected by applicable intellectual property laws. Nothing in this Agreement grants Customer any ownership rights in any Third-Party Products.
6. Confidential Information.
(a) Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure, including business plans, product plans, software, technology, technical information, security information, know-how, trade secrets, and other proprietary information. Without limitation, Confidential Information includes Provider's Services, Provider IP, and Customer's Customer Data.
(b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party without restriction prior to disclosure; (iii) is lawfully obtained from a third party without restriction on use or disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
(c) Protection of Confidential Information. The receiving party shall use reasonable care to protect the confidentiality of the disclosing party's Confidential Information and shall not use or disclose such Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement or as otherwise permitted by this Agreement.
(d) Required Disclosure. The receiving party may disclose Confidential Information to the extent required by applicable law, regulation, legal process, or governmental authority, provided that, to the extent legally permitted, the receiving party gives the disclosing party reasonable prior notice and cooperates with the disclosing party's efforts to seek confidential treatment or other appropriate protection.
7. Privacy.
Provider's collection, use, disclosure, retention, and other processing of personal information in connection with the Services is governed by Provider's Privacy Policy, available at www.vantisdi.com, which is incorporated into this Agreement by reference. By accessing or using the Services, Customer acknowledges that Provider may collect, use, disclose, and otherwise process personal information as described in the Privacy Policy. Provider may update the Privacy Policy from time to time in accordance with its terms.
8. Warranty Disclaimer.
(a) THE SERVICES, PROVIDER IP, AI SERVICES, THIRD-PARTY PRODUCTS, ASSESSMENTS, ALL CONTENT, FEATURES, FUNCTIONALITY, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED DURING AN EVALUATION OR PURSUANT TO A SUBSCRIPTION, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
(b) PROVIDER MAKES NO WARRANTY THAT THE SERVICES, PROVIDER IP, AI SERVICES, THIRD-PARTY PRODUCTS, ASSESSMENTS, OR ANY PRODUCTS, CONTENT, OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(c) WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY AI SERVICES OR ANY OUTPUT, RESPONSE, RECOMMENDATION, ANALYSIS, SUMMARY, ASSESSMENT, CONTENT, OR OTHER INFORMATION GENERATED, PRODUCED, OR MADE AVAILABLE THROUGH AI SERVICES, INCLUDING ANY ASSESSMENT. AI SERVICES MAY PRODUCE INACCURATE, INCOMPLETE, OFFENSIVE, BIASED, OUTDATED, OR OTHERWISE UNEXPECTED RESULTS. AN ASSESSMENT DOES NOT CONSTITUTE A GUARANTEE OF ANY SECURITY OUTCOME, A PENETRATION TEST, A SECURITY AUDIT, A CERTIFICATION, OR A SUBSTITUTE FOR CUSTOMER'S OWN PROFESSIONAL JUDGMENT. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING, VERIFYING, AND DETERMINING THE APPROPRIATENESS OF ANY OUTPUT OR INFORMATION GENERATED THROUGH THE AI SERVICES, INCLUDING ANY ASSESSMENT, AND FOR ANY DECISIONS, ACTIONS, OR OMISSIONS TAKEN IN RELIANCE THEREON.
(d) PROVIDER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR ANY CONTENT, SERVICES, OR MATERIALS PROVIDED BY THIRD PARTIES.
9. Indemnification.
(a) Provider Indemnification. Provider shall defend Customer against any third-party claim alleging that the Services, as provided by Provider and used by Customer in accordance with this Agreement, infringe or misappropriate such third party's U.S. patent, copyright, or trade secret, and shall indemnify Customer for damages and costs finally awarded against Customer as a result, or agreed to in settlement by Provider, arising from such claim. The foregoing obligation does not apply to any claim arising from: (i) Customer Data; (ii) modification of the Services by any party other than Provider; (iii) combination of the Services with any product, service, or technology not provided by Provider; (iv) use of the Services in violation of this Agreement; or (v) use of a version of the Services other than the most current version made available by Provider, where infringement would have been avoided by use of the current version.
(b) Infringement Remedy. If the Services become, or in Provider's opinion are likely to become, the subject of a claim under Section 9(a), Provider may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services, or the affected portion thereof, to be non-infringing while providing substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Subscription and refund Customer any prepaid, unused fees for the terminated portion of the then-current Subscription Term. THIS SECTION 9(b) STATES PROVIDER'S SOLE AND EXCLUSIVE OBLIGATION, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION.
(c) Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider, its affiliates, licensors, service providers, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (i) Customer Data; (ii) Customer's access to or use of the Services; (iii) Customer's violation of this Agreement; (iv) Customer's violation of any applicable law, regulation, or third-party right, including any intellectual property, privacy, publicity, confidentiality, contractual, or proprietary right; (v) Customer's fraud, negligence, willful misconduct, or unlawful conduct; (vi) Customer's use of or reliance on any output, recommendation, analysis, summary, or Assessment generated through the AI Services; or (vii) any dispute between Customer and any third party arising out of or relating to Customer's use of the Services.
Provider reserves the right, at Customer's expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer, and Customer agrees to cooperate fully with Provider in the defense or settlement of such matter. Customer may not settle any claim subject to this Section without Provider's prior written consent if such settlement imposes any obligation on, or admits any liability of, Provider.
THIS SECTION SETS FORTH CUSTOMER'S INDEMNIFICATION OBLIGATIONS AND APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, LOST SAVINGS, OR DIMINUTION IN VALUE; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS OF USE OF, INTERRUPTION OF, DELAY IN, OR RECOVERY OF ANY DATA, CONTENT, OR INFORMATION, EXCEPT TO THE EXTENT ARISING FROM PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN ITS HANDLING OF CUSTOMER DATA; OR (E) BREACH OF DATA OR SYSTEM SECURITY; OR (F) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAGES WERE OTHERWISE FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, AI SERVICES, OR CUSTOMER'S USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US $100.00), WHICHEVER IS LESS, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, AND SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Term and Termination.
(a) Term. This Agreement commences on the Effective Date and continues in effect until terminated as provided in this Section 11. Customer's access to the Services during an Evaluation is limited to a period of 90 days from the date such access is granted, after which such access will expire unless Customer enters into a Subscription. If Customer enters into a Subscription, the term and any renewal of the Subscription will be as set forth in the applicable Order Form.
(b) Termination for Convenience. Either Party may terminate this Agreement, or, during a Subscription, the Subscription, for any reason or no reason, upon at least thirty (30) days' prior written notice to the other Party.
(c) Termination. In addition to any other express termination right set forth in this Agreement:
(i) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 15 days after Provider's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(d) or Section 6;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(d) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
(e) Survival. This Section 11(e) and Sections 1, 5, 6, 7, 8, 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Governing Law.
This Agreement and all matters arising out of or relating to this Agreement, the Services, or the relationship between Customer and Provider shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.
13. Dispute Resolution and Binding Arbitration.
(a) Informal Dispute Resolution. Before initiating arbitration or any other legal proceeding, the party seeking relief shall provide written notice of the dispute to the other party describing the nature of the dispute and the relief sought. The parties agree to attempt in good faith to resolve the dispute informally for at least thirty (30) days before commencing arbitration.
(b) Binding Arbitration. Except as otherwise provided in this Agreement, any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between Customer and Provider, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA Commercial Arbitration Rules then in effect.
(c) Arbitration Procedures. The arbitration shall be conducted by a single arbitrator. To the fullest extent permitted by the AAA Commercial Arbitration Rules, arbitration may be conducted on the basis of written submissions, by telephone, by videoconference, or through other streamlined, expedited, or simplified procedures appropriate to the nature of the dispute and the amount in controversy. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, except that a court of competent jurisdiction shall determine issues relating to the enforceability of the class action waiver set forth below.
(d) Class Action and Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND PROVIDER EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS.
(e) Small Claims Court Option. Notwithstanding the foregoing, either party may bring an individual action in a small claims court of competent jurisdiction if the claim qualifies for hearing in such court and remains solely on an individual basis.'
(f) Exceptions; Venue. Nothing in this Section shall prevent either party from seeking temporary, preliminary, or injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or other proprietary rights. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Castle, Delaware for any action permitted to be brought in court under this Agreement, and waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens.
14. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the Privacy Policy and any other documents expressly incorporated herein by reference, constitutes the entire agreement between Customer and Provider with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and communications, whether written or oral, relating to the subject matter hereof.
(b) Notices. Provider may provide any notice, disclosure, or other communication under this Agreement by email, through the Services, by posting on the Services, or by any other reasonable means. Customer is responsible for maintaining accurate and current contact information associated with Customer's account. Notices to Provider shall be sent to Vantis Decision Intelligence Inc., 25844 Cypress St, Lomita, CA 90717, privacy@vantisdi.com.
(c) Force Majeure. Provider shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, interruptions in telecommunications or internet services, utility failures, cyberattacks, or failures of third-party service providers.
(d) Changes to this Agreement. Provider may modify this Agreement from time to time. Unless otherwise required by applicable law, any modifications will become effective upon posting or as otherwise communicated by Provider. Customer's continued use of the Services after the effective date of any modification constitutes acceptance of the modified Agreement.
(e) Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay by Provider in exercising any right or remedy shall operate as a waiver of such right or remedy.
(f) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be enforced to the maximum extent permitted by applicable law.
(g) Assignment. Customer may not assign, transfer, delegate, or otherwise convey any rights or obligations under this Agreement without Provider's prior written consent. Any attempted assignment in violation of this Section shall be null and void. Provider may assign this Agreement, in whole or in part, without restriction.
(h) Equitable Relief. Customer acknowledges that a breach of Sections 5 (Intellectual Property Rights) or 6 (Confidentiality) may cause Provider irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Provider shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
(i) No Third-Party Beneficiaries. Except as expressly provided in this Agreement, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and creates no rights in any third party.
(j) Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or other similar relationship between Customer and Provider.
(k) Electronic Communications. Customer consents to receive communications, notices, disclosures, agreements, and records electronically and agrees that electronic communications satisfy any legal requirement that such communications be in writing.
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