TechAlert Service Terms

TechAlert Service Terms

Updated 6/24/2025

Completion of the Order and access to the Services constitute a legally binding agreement between the Customer and either Vetted Security Solutions or Finder Software Solutions, as applicable (each referred to herein as the “Provider”). Customer may not use any Provider software or services in excess of the scope defined in the Order, or in any manner not permitted in these Software Services Terms. All amounts owed hereunder are due and payable prior to commencement of the Services. Additional terms and conditions may apply based on the specific Purchase Order, Scope of Work, or other written agreement executed by the parties.

1.0 Definitions

1.1 “Affiliate” means, with respect to a Party, any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party.

1.2 “Order” means a duly executed order document expressly referring to these Software Services Terms and identifying software to be made available to Customer on a subscription basis by Provider.

1.3 “Scheduled Downtime” means pre-scheduled time periods during which the Services are made unavailable so that Provider may perform routine maintenance, updates, server changes, and related activities. Except in the case of an emergency, Provider will give Customer reasonable advance notice.

1.4 “Services” means the hosting of the software system(s) identified on the applicable Order by Provider for access and use by Customer, together with reasonable technical support. Support requests should be submitted at www.vettedsecuritysolutions.com/support.

1.5 “Device” means a system or hardware on which Provider agrees to provide remote support software or services. The Customer is responsible for ensuring compatibility with Provider’s systems and for maintaining the Device in a supported configuration as required.

1.6 “Terms” means these Software Services Terms.

2.0 Services

2.1 Provider will use commercially reasonable efforts to make the Services described in a duly executed Order accessible and available to Customer, subject to these Terms, during the Subscription Term set forth in that Order. Other than Scheduled Downtime, Provider shall endeavor to ensure the Services are available and accessible to Customer 24 hours per day, during the Subscription Term. However, Provider does not guarantee uninterrupted availability and is not liable for outages caused by third-party hosting providers, internet issues, or force majeure events. Customer agrees to cooperate and provide all access, information, and assistance required to enable Provider to perform the Services.

2.2 Provider grants Customer a limited, non-exclusive, non-transferrable, non-sub-licensable right to access and use the software system(s) identified on the applicable Order during the Subscription Term solely for Customer’s internal purposes.

2.3 Customer grants Provider a limited license to use Customer Data and Materials for the purpose of providing Services during the Subscription Term. Customer retains all ownership rights to Customer Data.

2.4 Customer agrees not to use the Services in violation of law, to infringe rights, or for malicious purposes. Provider may suspend access in case of violation.

2.5 All software and related intellectual property are owned by Provider. Customer receives only limited rights to use the Services as provided. Reverse engineering or unauthorized access is prohibited.

3.0 Term

3.1 The Subscription Term begins on the Start Date in the Order and continues through the End Date unless terminated earlier per these Terms. Fees are non-refundable.

3.2 Either party may terminate for material breach after a 30-day cure period.

3.3 Upon termination or expiration, Customer must cease all use of Services and related materials.

3.4 Sections intended to survive termination will continue post-termination.

3.5 Auto-Renewal: Unless Customer provides written notice of non-renewal at least sixty (60) days before the end of the Subscription Term, it will auto-renew for one year at the then-current pricing. Perpetual subscriptions shall not be extended and are valid only for the life of the device for which the service was initially purchased and are not transferrable.

3.6 Transfer: Services may not be transferred except in case of a qualified device warranty replacement during a service term.

4.0 Confidential Information

4.1 Confidential Information includes all non-public, proprietary data shared between the parties.

4.2 Provider’s technical data and credentials are considered Trade Secrets.

4.3 Only “Need to Know” personnel may access Confidential Information.

4.4 Each party retains ownership of its Confidential Information.

4.5 Confidentiality obligations survive for 3 years or as long as data qualifies as a Trade Secret.

4.6 Disclosures required by law are permitted with prior notice if lawful.

4.7 Whistleblower protection provisions apply per the Defend Trade Secrets Act.

4.8 Confidential Information must be returned or destroyed upon termination, with limited archival exceptions.

4.9 Confidential Information is provided “AS IS” without warranty.

4.10 Injunctive relief may be sought for misuse of Confidential Information.

5.0 Indemnification

5.1 Each party will indemnify the other for losses due to breach, misconduct, or personal injury caused by it.

5.2 Provider will defend against infringement claims related to its Services; Customer will defend against claims related to Customer Data or misuse.

5.3 If an infringement claim prevents use of the Service, Provider may: obtain rights, replace/modify the service, or terminate and refund unused fees. This is the sole remedy.

5.4 Indemnity does not apply to a party’s own misconduct.

5.5 Indemnity requires notice, control of defense, and cooperation. Each party may participate with its own counsel at its own cost.

6.0 Warranties

6.1 Provider warrants Services will be delivered with professional care and the software will conform to documentation.

6.2 Both parties warrant they are authorized to enter into the Order and will comply with law.

7.0 Limitations on Warranties

All warranties not expressly stated are disclaimed, including implied warranties of merchantability or fitness for a particular purpose.

8.0 Limitations on Liability

8.1 Total liability for any claim is limited to fees paid under the applicable Order.

8.2 Neither party is liable for indirect or consequential damages.

8.3 These limitations are part of the agreed risk allocation.

8.4 These limits do not apply to breaches of confidentiality or IP rights.

9.0 Dispute Resolution

9.1 Before legal action, parties must meet to resolve the issue and allow a 30-day cure period.

9.2 Injunctive relief is permitted immediately to protect Confidential Information or IP.

10.0 Other Provisions

10.1 Orders bind successors and assigns. Assignments require written consent except for change of control.

10.2 The relationship is that of independent contractors.

10.3 If any part is unenforceable, the rest remains in effect.

10.4 No drafting bias; both parties had the opportunity for legal review.

10.5 Changes must be in writing and signed. Order terms take precedence over general terms unless expressly stated.

10.6 Governing law is Florida, with venue in Hillsborough County. International sale of goods laws do not apply.

10.7 Delays from force majeure events do not constitute breach.

10.8 A signed Order and system access constitutes acceptance.

10.9 Notices must be in writing and delivered by mail, courier, hand delivery, or email to registered contacts.