VIGIL CORE TERMS OF USE

Last Updated: July 13, 2023

Please read these Terms of Use (“Terms”) carefully. By clicking “accept” (or a similar term) to these Terms, using the VIGIL CORE software and/or activating cloud services, you agree to be bound by these Terms.

These Terms are between:

the person purchasing a Subscription/License, or the entity designated in connection with the purchase of a Subscription/License (or if an entity is not designated, then the entity that you represent) either directly from Company or through a Dealer (“End Customer”),
the person or entity selling the Application (as defined below), as provided by Company, to End Customers (“Dealer”), and
any individual person accessing or using the Application, including on behalf of an End Customer or Dealer (“Authorized User”),

(collectively “you”) on the one hand and Pacom Systems Pty Ltd. (“Company”) on the other hand. These Terms concern your access to or use of the VIGIL CORE software and all related mobile applications, software downloads, services and APIs, together with all content and data to the extent made available through any of the foregoing (collectively, the “Application”).

BY CLICKING “ACCEPT” (OR A SIMILAR TERM) TO THESE TERMS OR BY ACCESSING OR USING THE APPLICATION, YOU AFFIRM THAT YOU HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE AND HAVE THE LEGAL CAPACITY TO ENTER INTO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO COMPANY THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY.

THIS AGREEMENT CONTAINS MANDATORY ARBITRATION OF DISPUTES PROVISIONS IN SECTION 24(G) THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

ADDITIONAL DEFINITIONS

“SaaS User” means any user (including but not limited to End Customers, Dealers, and Authorized Users), who is accessing an instance of the Application that is hosted by Company;

“Client-Hosted User” means any user (including but not limited to End Customers, Dealers, and Authorized Users), who is accessing an instance of the Application that is hosted by an End Customer or Dealer, either on the premises of the End Customer or Dealer or in a private cloud of the End Customer or Dealer.

“Subscription/License” means a license to use the Application, which in the case of SaaS Users is typically purchased via a subscription model and in the case of Client-Hosted Users is typically purchased via a one-time purchase of a license;

“Subscription/License Agreement” shall mean the agreement by which the Subscription/License for your access to the Application was purchased.

INTENDED USES OF THE APPLICATION.
1. The Application has the following cloud-based capabilities for use:
  1. to view and manage various controllers, devices, and data files related to access control and building management, which can include but are not limited to control panels, door controllers, locks, card readers, temperature sensors, audio devices, cameras, intrusion alarms, video and audio files, and devices manufactured by third-parties (“Third-party Products”);
  2. To program access cards and credentials, including mobile device access credentials;
  3. to save badge photos, video, stills, and audio files;
  4. to review stored data;
  5. to allow your Dealer to, in real time, view and manage your data and system (including stored data and photos) and modify access control.
  PLEASE NOTE: The Application is not intended to allow you, your Dealer, or Company to continuously monitor your premises in real-time. Company does not, and has no obligation to, monitor your Application or the security of your premises.
  
  The specifications and functionalities of Third-party Products, including whether or not they can be connected to the Application, as well as your rights and obligations with regard to the Third-party Products are solely governed by the agreement between you and the respective Dealer, seller, or provider. Company is not a party to such agreement. Your access to or use of the Application as integrated to such Third-party Products, however, is governed by these Terms.
COMPANY’S RIGHT TO LOCK/TERMINATE ACCOUNTS, USAGE RESTRICTIONS. This Section 2 applies only to SaaS Users. Company reserves the right, in its sole discretion, to temporarily lock and/or terminate your access to the Application and your account if you fail to timely make payment for usage of the Application and/or if you violate any of the following restrictions. You may not:
1. use the Application in any way that violates any federal, state, or local laws or regulations;
2. use the Application in any way that is obscene or pornographic in nature;
3. use the Application in any way that violates any person’s reasonable expectation of privacy;
4. use the Application in any way in any way that infringes on any party’s intellectual property rights; or
5. use the Application in any way that negatively impacts the Application or other users’ ability to access the Application (for example and illustrative purposes only, by intentionally or unintentionally spamming the Application).

SUBSCRIPTIONS/LICENSES. Each site at which you use the Application must have its own Subscription/License. The term and renewal terms of each Subscription/License shall be in accordance with your Subscription/License Agreement. Data saved in the Application shall be available in accordance with your Subscription/License Agreement, these Terms, and any applicable laws, rules, and regulations, including but not limited to those governing data privacy.

THIRD-PARTY ACCESS TO APPLICATION.
1. Dealers. A feature of the Application is that your Dealer has the ability to access your instance of the Application in order to provide certain services such, for example, as remotely adjusting which access cards can access which parts of your premises (“Support Services”).
  
  PLEASE NOTE: DEALER ADMINISTRATORS WILL HAVE THE ABILITY TO REMOTELY MANAGE YOUR ACCESS CONTROL SYSTEM, YOUR FIRE AND INTRUSION ALARMS, AND ANY OTHER SYSTEMS OR SOFTWARE THAT YOU INTEGRATE WITH THE APPLICATION. COMPANY IS NOT LIABLE FOR ANY ACTIONS TAKEN BY DEALER ON THE APPLICATION OR OTHERWISE, AND YOU HEREBY RELEASE COMPANY FROM ANY SUCH LIABILITY.
2. Other Third-parties. If you or your Dealer integrate a third-party application, this may give third-parties live, real-time and historical access to your access control system, audio recordings, video footage and other information. The default setting does not allow such access by third-parties, and you may revoke such access after it has been granted via the Application. COMPANY IS NOT LIABLE FOR ANY ACTIONS TAKEN BY SUCH THIRD-PARTIES ON THE APPLICATION OR OTHERWISE.
UNIQUE CREDENTIALS. You are required to have different login credentials for each Authorized User, and are prohibited from sharing credentials among users.
DATA DELETION FOLLOWING ACCOUNT TERMINATION. Client-Hosted Users are solely responsible for the backup and retention of their own data. The remainder of this Section 6 applies only to SaaS Users.

Following the termination or expiration of your account pursuant to these Terms, your data will be deleted within thirty (30) days, meaning the data will be permanently purged and no longer accessible by any means. If you would like access to your data following termination, it is highly recommended that you download your data prior to account termination. Company will reasonably accommodate requests for data download following account termination to the extent your data is still available, but makes no guarantees or representations whatsoever that your data will be available for any length of time following termination of your account.
AUTOMATIC TIME-OUT. The Application will automatically log you out if you have not actively engaged with the Application for a period time, which time period is configurable by an End Customer administrator-level user in the Application.
LICENSE GRANT TO USE THE SERVICES
If you have received a Subscription/License to the Application from the Company (either directly or through a Dealer), unless otherwise expressly provided for in an agreement between you and Company, you are granted a non-transferable, non-exclusive license to use the Application (including any data or images incorporated in or generated by the Application) for internal business and non-commercial use. You do not receive title to the Application, and you may not distribute or use the Application other than for the purpose of using the applicable feature or service of the Application as offered by the Company. This license does not allow you to use the Application from an unsecure network. You may not modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Application. Except as expressly provided, you may not create any derivative works of the Application. The Application are subject to all restrictions on use, disclaimers of warranties and other provisions in these Terms. The Company reserves all rights not expressly granted to you.

If mandatory local laws which cannot be excluded by these Terms give you the right to discover portions of the source code of the Application in order to establish interoperability, you must first send Company a request for such information before relying on any statutory rights you may have.
ACCESS AND SETUP

Beyond initial setup credentials provided by Company, Client-Hosted Users are solely responsible for the managing of their own login credentials. The remainder of this Section 9 applies only to SaaS Users.

To access and use the Application, you must follow Company’s log-in instructions (which may change from time to time). Company may provide you with a username and require that you create a password in order to access and use the Application. You may also be required to provide Company with certain registration information as requested by Company, and you shall keep such information up to date. Should Company suspect that any information provided by you is fraudulent, inaccurate or incomplete, it shall have the right to suspend or terminate your right to access and use the Application immediately without notice. You are responsible for maintaining the confidentiality of all authentication credentials associated with your access to and use of the Application. You must promptly notify Company if you discover any possible misuse, loss or disclosure of your accounts or authentication credentials or any security incident related to the Application.

SERVICE LEVELS

This Section 10(a) applies only to SaaS Users. Company shall endeavor to ensure that the Application is available and operating materially in accordance with the applicable documentation and specifications at least 99.7% of each calendar month, excluding downtime caused by any of the following individually or in combination: (a) scheduled maintenance; (b) any use of the Application by you in breach of these Terms or of any other agreement between you and Company; (c) a Force Majeure event, including but not limited to factors arising from the performance of the internet; (d) emergency downtime to address security issues, (e) third-party software, hardware or product not provided by Company (including third-party hosted services other than the Application); and (f) any act or omission on the part of you or any other entity over which Company has no direct control. In any event, Company will make commercially reasonable efforts to return the Application to normal operation in a timely manner.
Dealer provides first-line/Tier 1 support for its End Customers. If Dealer cannot resolve an issue, or in the event of more serious issues set forth herein, Dealer may contact Company’s support team. Accordingly the terms of this Section 10 apply to the relationship of Company with Dealer (i.e. with you if you are a Dealer, or with your Dealer if you are not) in regard to resolving issues with the Application. The Service Levels set forth in this Section 10 apply only to a Dealer with a valid Subscription/License to the Application, and to issues with the Application itself, not to issues with End Customer’s overall security system. For example and illustrative purposes only, Company is not responsible to assist with your network configurations, your firewall, your specific configurations within the Application, your third-party hardware or software not provided by Company, etc.
Dealer is responsible for reporting Application issues, including the severity of the issue in accordance with the definitions below. Company shall endeavor to make initial contact following the report of an issue in accordance with the Response Times set forth in the table below, with more serious impacts being given higher priority. It is commonly understood between the parties that the Dealer will determine the service request priority and, when a request is submitted as a high-priority issue, a designated contact at Dealer shall be made available to work with Company’s support team while Company addresses the issue. The following guidelines will assist Dealer in determining the appropriate priority level.
GENERAL RULES
1. For all cases, the issue must be reproducible by Company in order for Company to attempt to resolve the issue. Some issues are caused by things outside of Company’s control or that are unique to End Customer’s system, which are not issues with the Application itself. Company is not responsible to resolve such issues.
2. Company’s support team does not enhance or develop custom solutions.
3. For Priority 1 and 2 issues, if the Dealer is unable to provide a resource to assist Company throughout the target Response Time, the Priority Level for the support issue will be downgraded.

TARGET RESPONSE TIMES

Severity of issue	Target Response Time
Priority 1	Within one day receiving the report
Priority 2	Within one business days receiving the report
Priority 3	Within 3 business days receiving the report

SEVERITY DEFINITIONS

The following descriptions of priority levels are guidelines only. Unique circumstances not specifically set forth in the following guidelines may warrant an issue being treated as a different priority level than identified by Dealer.
1. PRIORITY 1 – The problem results in extremely serious interruptions to an End Customer's access to the Application and has affected, or could affect, the entire End Customer’s security system connected to the service. Tasks that should be executed immediately cannot be executed because of a complete crash of the Application, or by interruptions in main functions of the Application. Data integrity is compromised. The service request requires immediate processing, as the problem can compromise End Customer’s overall security system.
2. PRIORITY 2 – The problem results in serious interruptions to normal operations, or the issue negatively impacts an enterprise-wide security system. In a security system, important tasks and controls cannot be performed, but the error does not impair essential operations. Site controllers can still continue their independent functionalities in a restricted manner. Data integrity may potentially be at risk. The service request requires timely processing, as the malfunction could cause serious interruptions to critical processes or negatively impact security system.
3. PRIORITY 3 – The problem results minimal or no interruptions to normal operations. It does not prevent operation of a system, or else there is minor degradation in performance. The error is attributed to malfunctioning or incorrect behavior of the Application.
4. PRIORITY OF ISSUES ARISING IN TEST ENVIRONMENTS – Identical issues that arise in a test environment shall normally justify a priority that is one level lower than the equivalent priority in a production environment. If an End Customer or Dealer discovers an issue in a test environment (vs. in production), the priority of the issue will be downgraded.

TERMINATION OR RESTRICTION OF ACCESS AND FUNCTIONALITY

This Section 11 applies only to SaaS Users.

Your license to use the Application is effective until terminated (“Term”). You may terminate the license in accordance with the terms of your Subscription/License Agreement.

The Company reserves the right, in its sole discretion, to terminate your access to any or all of the Application of any portion thereof at any time, without notice. In the event your license is revoked by the Company, you agree to cease use of the Application in its entirety. The Company may terminate your right to access the Application without any refund obligation or other liability if you fail to comply with these Terms.
USE OF DATA AND PRIVACY POLICY

You agree the Company may collect and use technical data and related information, including but not limited to technical information about your device, the Application, system and software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Application, in each case without gaining access to information stored on your device (unless such access is strictly necessary for Company to provide the agreed Application). The Company may collect and use this information as long as it is in any form that does not relate to an identified or identifiable natural person (personal data).

All information that relates to an identified or identifiable natural person (personal data) collected by Company through or in connection with the Application for Company’s own purposes (i.e., as controller) is subject to the Securitas Global Privacy Policy at the web address below: https://www.securitas.com/en/about-us/securitas-technology-and-healthcare-global-privacy-policy/.
UPDATES

Company will make available to you, from time to time in its sole discretion, updated features in the Application. Unless otherwise stated by Company, Customer shall not have the ability to choose which features are or are not available in the Application. To the extent any software or firmware updates are provided by Company, such as an updated mobile app, you are required to download any such updates or enhancements. You are responsible for acquiring, at your own cost, any updated or additional hardware, network resources, and software necessary to implement or use any updates, upgrades or enhancements. Company shall not be responsible for supporting out-of-date versions of the Application or for supporting integrations of the Application with equipment that has out-of-date firmware, and any efforts by Company to do so shall not be deemed to be a waiver of this provision.
PROPRIETARY INFORMATION

The entire contents of the Application (including all information, text, displays, images and audio and any software made available through or in connection with the Application) and the design, selection and arrangement thereof, are proprietary to the Company or its affiliates or licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. Unless otherwise expressly provided for in an agreement between you and Company, you are only authorized to use the content on the Application for personal use. You may not copy, modify, create derivative works of, publicly display or perform, republish, store, transmit or distribute any of the material of the Application without the prior written consent of the Company. Neither the title nor any intellectual property rights to any material in the Application are transferred to you, but they remain with the Company or the applicable owner of such content. Except as expressly authorized by the Company in writing or contained herein, you may not reproduce, sublicense, distribute, sell or exploit for any commercial purposes (a) any part of the Application, or (b) access to the Application.

The Company name and logos, and all related names, logos, product and service names, designs and slogans contained in the Application are trademarks of the Company, its affiliates, licensors and/or contractors unless otherwise clearly specified in writing. You may not use such marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and may be the trademarks of their respective owners. The Company and any party that provides trademarks, service marks, logos and copyrighted works to the Company retain all rights with respect to any of their respective trademarks, service marks, logos and copyrighted works appearing on the Application. All rights are reserved.
DISCLAIMER; LIABILITY OF THE COMPANY AND ITS LICENSORS

THE SERVICES AND ANY RELATED SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. NEITHER THE COMPANY, AFFILIATES AND EACH RESPECTIVE LICENSOR OR CONTRACTOR, NOR ANY PERSON ASSOCIATED WITH THE COMPANY (THE “COMPANY PARTIES”) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY OR AVAILABILITY OF THE SERVICES AND RELATED ONLINE CONTENT. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY, ITS LICENSORS, ITS CONTRACTORS NOR ANYONE ASSOCIATED WITH THE COMPANY WARRANTS OR REPRESENTS THAT THE SERVICES AND RELATED ONLINE CONTENT WILL BE RELIABLE, ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES AND RELATED ONLINE CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES AND RELATED ONLINE CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
LIMITATION OF LIABILITY.
1. Limitation; Damages Cap. NONE OF THE COMPANY PARTIES WILL BE LIABLE TO YOU, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (ii) LOSS OF PROFITS, REVENUES, DATA, END USERS, OPPORTUNITIES, BUSINESS, ANTICIPATED SAVINGS OR GOODWILL, (iii) UNAVAILABILITY OF THE APPLICATION, OR (iv) ANY ACTS OR OMISSIONS OF ANY THIRD-PARTY WITH WHOM AN END USER HAS SHARED ACCESS TO OR DATA FROM THE APPLICATION. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY APPLICABLE LAW. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO COMPANY UNDER THESE TERMS IN THE PRIOR THREE MONTHS, OR IF YOU RECEIVED A FREE SUBSCRIPTION, $100 USD. FOR CLARITY, THE FOREGOING CONSTITUTES A CUMULATIVE CAP THAT IS APPLIED TO ALL CAUSES OF ACTION HEREUNDER AND IS NOT TO BE APPLIED ON A CLAIM-BY-CLAIM BASIS.
2. No Exclusion or Limitation of Liability. NOTHING IN THESE TERMS EXCLUDES OR LIMITS A PARTY’S LIABILITY TO THE OTHER PARTY FOR (i) DEATH OR BODILY INJURY TO THE EXTENT DIRECTLY CAUSED BY A PARTY’S GROSS NEGLIGENCE, OR (ii) FRAUD OR WILLFUL MISCONDUCT.
INDEMNIFICATION

You agree to indemnify and hold harmless the Company and its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, third-party information providers, licensors, licensees, distributors, contractors and others involved in the Application and related online content (collectively, the “Indemnified Parties”) from and against any and all liabilities, expenses, damages and costs, including reasonable attorney’s fees, arising from: any violation by you of these Terms or your use of the Application; misconduct occurring while the Application is being accessed via your credentials, whether by you or a third-party; and your use of related online content.
COMMENTS AND SUBMISSIONS

The Company welcomes your comments with respect to the Application and related online content. All comments, suggestions or other information sent by you to the Company or its advertisers or business partners will become the Company’s property and you agree that all intellectual property rights therein are transferred to the Company. For avoidance of doubt, the Company shall own any developments by the Company or on its behalf arising out of your comments, suggestions or other submissions. To the extent the Company does not own such materials, you grant and agree to grant the Company a perpetual, irrevocable, non-exclusive, royalty-free license to utilize, create derivative works of, distribute and sublicense such materials for any purpose in connection with the Company’s web sites, products and services. You understand that all information you submit is non-confidential for all purposes, and you have no expectation of any review, compensation or consideration of any type for all submissions hereunder.
THIRD-PARTY LINKS.

The Application may link to web sites which are not maintained by or related to the Company. Hyperlinks to such sites are provided as a service to users and are not sponsored by or affiliated with the Company, and the Company has not reviewed any or all of such web sites and is not responsible for the content of those web sites. The Company is not responsible for and does not endorse the content, products, services or practices of any third-party web sites, including, without limitation, web sites framed within the Application or third-party advertisements, and does not make any representations regarding their quality, content, or accuracy. The Company makes no representations or warranties as to the security of any third-party web site and your use of third-party web sites is at your own risk and subject to the terms and conditions of use for such web sites. You acknowledge and agree that the Company has no responsibility or liability for the availability of such external services or web sites.
MISCELLANEOUS
1. Force Majeure. Neither Company or its affiliates (nor any of Company’s or its affiliates’ respective licensors, service providers, suppliers, subcontractors or distributors), shall be responsible for any delays or failures to perform any obligation under these Terms to the extent that such delays or failures result in whole or in part from fires; blockages; embargoes, explosions; earthquakes, storms or other elements of nature; acts of terrorism, wars; epidemics; other acts of God; government requirements, civil or military authorities, strikes; labor disputes or other industrial disturbances; systemic electrical, telecommunications or other utility failures, or any other cause beyond such person or entity’s reasonable control.
2. Assignment. You may not assign or transfer these Terms or your rights or obligations under them, whether by contract or by operation of law, without the Company’s consent. Company may assign or transfer these Terms or its rights or obligations under it without your consent. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall inure to the benefit of, each of the parties’ respective assignees and successors and is binding on the parties and their successors and permitted assignees. Any attempted assignment other than in accordance with this Section 23(b) shall be null and void.
3. No Third-party Beneficiary. Except as expressly set forth herein, these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
4. Relationship between You and Company. You and Company are independent parties for all purposes relating to these Terms. You do not have the power to bind Company. You do not have the power to give any person or entity any rights that Company has not previously authorized in writing. The relationship of the parties under these Terms will not constitute a partnership or joint venture for any purpose. You and Company do not have any agency, franchise or fiduciary relationship.
5. Waiver. No waiver of any breach of these Terms shall be a waiver of any other breach, and any waiver must be in writing and signed by an authorized representative of the waiving party.
6. Governing Law.
  1. These Terms (including the arbitration provisions set forth in Section 23(g)) shall be governed by and interpreted in accordance with the laws of the New South Wales, Australia, without prejudice to the provisions of the Laws of the country where you have your principal place of business that cannot be derogated from contractually, and without reference to conflict of laws’ principles.
  2. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, nor any related regulations or implementation or successor legislation, each of which is expressly excluded.
7. Arbitration; No Class Actions. Any dispute between you and Company shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute, provided, however that Company may commence action against you in a court of law for infringement of its intellectual property rights. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Any claim required to be submitted to arbitration shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be administered exclusively by Australian Centre for International Commercial Arbitration (ACICA) pursuant to its arbitration rules and procedures then in effect. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held and the award shall be deemed to be made in New South Wales, Australia. Each party shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify these Terms or to award punitive or exemplary damages, and the award may be enforced by judgment in an Australian court of law. NOTE: You also agree that any controversy or claim will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or proceedings that involve any claim or controversy by you or any other person or party. You and the Company expressly intend and irrevocably and voluntarily agree that each will not assert a class action or representative action against the other in arbitration, in court or otherwise, in connection with these Terms. You further agree that you do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any controversy or claim filed in either court or submitted to arbitration.
8. Notices. You agree that Company may contact you by any reasonable means to provide you with information and notices relating to the Application, these Terms or for other purposes related to the subject matter of these Terms. Such means of communication may include email (via the contact information you have provided in your Application account) or through the user interface for the Application. You are responsible for ensuring that the email address and contact information in your account is accurate and current. Notices sent via email will be effective when sent regardless of whether actually received.
9. Language. These Terms are in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to these Terms shall be in the English language.
10. Open Source Software. The Application may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”). You acknowledge and agree to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of these Terms and any terms of the respective Open Source License, such conflicting terms of these Terms will not apply. Any fees charged by Company in connection with the Application do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. When the terms of any specific Open Source License entitle you to the source code of the respective Open Source Component (if any), that source code may be made available from Company upon request (a nominal fee may be charged by Company for processing such request).
11. Compliance with Laws.
  1. You understand and agree that the Application (including any Application Information) are subject to certain national, state, provincial and local laws, rules, regulations, directives, statutes, orders, judgments, decrees, rulings, and enforceable regulatory guidance (“Laws”), which may include without limitation, governmental procurements Laws and Laws related to bribery, fraud, corruption, or international trade, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any applicable anti-bribery or trade Laws of other countries.
  2. Without limiting any of Company’s or your other commitments hereunder, you agree to comply with all Laws applicable to the performance of and exercise of each of your and Company’s respective rights and obligations under these Terms.
  3. Your compliance with your obligations hereunder, will extend to Laws that apply to the access to or use of the Application, as well as any other of your activities hereunder. Such Laws include those that apply to online conduct, online content, and the transfer of data (including any Personal Information) to and from the United States or your country of residence.
  4. You agree that you have, and will maintain, at your own expenses, all permits, licenses, consents and approvals that apply to the Application or their use hereunder, including for you: (i) to receive and use the Application in accordance with all applicable Laws, and (ii) to otherwise exercise your rights and perform your other obligations as set forth in these Terms (collectively, the “Permits”); provided that if obtaining any of the foregoing Permits is Company’s responsibility under applicable Laws and applicable Laws do not permit you to obtain such Permits on Company’s behalf, Company will obtain such Permits at its own expense.
12. Severability. If the application of any provision of these Terms or portion thereof to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then such invalid or unenforceable provision shall be deemed replaced by a valid, legal and enforceable substitute provision that most closely reflects the original intent of the parties with respect to the parties’ economic and business interests, and all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
13. Construction. As used herein (a) the terms "include" and "including" are meant to be inclusive and shall be deemed to mean "include without limitation" or "including without limitation," (b) the word "or" is disjunctive, but not necessarily exclusive, (c) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa, (d) references to "dollars" or "$" shall be to United States dollars unless otherwise specified herein, and (e) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word "calendar" and “business days” shall mean Monday through Friday, exclusive of Company observed holidays. The headings of these Terms are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of these Terms.
14. Electronic Signature and Disclosure Consent Notice. You agree to the use of electronic documents and records in connection with these Terms and all future documents and records in connection with the Application—including this electronic signature and disclosure notice—and that this use satisfies any requirement that Company provides you these documents and their content in writing. If you do not agree, do not enter into these Terms. You have the right to receive a paper copy of all documents and records if and to the extent required under applicable Law. You may (a) obtain a paper copy of any document or record (free of charge), (b) withdraw your consent to the use of electronic documents and records, or (c) update your contact information through your Application account. To receive or access electronic documents and records, you must have the following equipment and software: (i) a device that is capable of accessing the Internet, (ii) a compatible Internet browser, and (iii) software that permits you to receive and access Portable Document Format or "PDF" files, such as Adobe Acrobat Reader 8.0 or higher. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.
15. Entire Agreement. These Terms, including all exhibits attached hereto or referenced herein, constitutes the full and entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, agreements or communications with respect to the subject matter of these Terms. These Terms may only be changed as expressly provided herein (including as stated in Section 23(p)) or in a signed, separate written agreement executed by the parties hereto.
16. Changes to this Agreement and Application. Except to the extent prohibited by applicable Laws, Company may change the terms and conditions of these Terms or any then-current Subscription/License (including the terms and conditions upon which you or Company may terminate these Terms or Subscription/License): (i) on an annual basis, (ii) in connection with a release of a new version of the Application (or introduction of new or modified features or functionality within the Application), or (iii) upon a change in applicable Laws. Company reserves the right, in its sole discretion, to modify Sections 1) through 10) of these Terms at any time. The foregoing changes shall apply to all Subscription/Licenses that are active as of the change being made or that are purchased thereafter. Company may modify the terms and details of any new, unsold Subscription/License it may offer at any time. Your continued access to or use of the Application after any change to these Terms or your Subscription/License terms goes into effect will constitute your acceptance of such change. Changes to these Terms will not apply to any dispute between you and Company arising prior to the date on which the changes went into effect. The “Last Updated” legend above indicates when these Terms were last changed.

Documentation Reference PVCORE_12_1-UG-EN-1_0 created November 2025 applies to PACOM VIGIL CORE v12.1