TechAlert Service Terms

TechAlert Service Terms

Updated 9/29/2025

Completion of the Order and/or access to the Services constitutes a legally binding agreement between the Customer and Vetted Security Solutions (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 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.

Important Notice: Certain Devices or services provided through TechAlert may include or rely on third-party software, hardware, or services. Use of such components may be subject to additional terms and conditions imposed directly by those third parties. Customer is solely responsible for reviewing, accepting, and complying with any applicable third-party terms. Provider makes no representation regarding and is not responsible for the content or enforcement of such terms.

1.0 Definitions

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

1.2 Order – A duly executed order document expressly referring to these Terms and identifying software or services to be made available to Customer on a subscription basis by Provider.

1.3 Scheduled Downtime – Pre-scheduled time periods during which the Services are unavailable for maintenance, updates, server changes, or related activities. Provider will use commercially reasonable efforts to provide advance notice except in emergencies.

1.4 Services – The hosting of the software system(s) identified in the applicable Order by Provider, together with remote access, monitoring, and diagnostic support. Provider’s technicians may remotely access Customer’s systems or Devices under TechAlert solely for the purpose of providing service, diagnostics, and support.

1.5 Device – A system or hardware on which Provider agrees to provide remote support, service, or monitoring. Customer is responsible for maintaining Devices in a supported configuration and ensuring compatibility with Provider’s systems.

1.6 Terms – These TechAlert Service Terms.

2.0 Services

2.1 Provider will use commercially reasonable efforts to make the Services available during the Subscription Term, subject to these Terms. Availability may be affected by Scheduled Downtime, third-party hosting issues, internet outages, or force majeure events.

2.2 Provider grants Customer a limited, non-exclusive, non-transferable, non-sub-licensable right to access and use the Services solely for Customer’s internal business purposes.

2.3 Customer grants Provider a limited license to use Customer Data and Materials solely for the purpose of delivering Services. Customer retains ownership of its Data. Provider may also collect and use anonymized or aggregated data derived from the Services for purposes of analytics, benchmarking, and improving its offerings, provided that such data does not identify Customer or any individual.

2.4 Access and Monitoring: Provider’s technicians may remotely access, monitor, and interact with Devices or related systems under TechAlert for the purpose of providing diagnostics, monitoring, and support. Customer acknowledges and consents to such access as necessary to perform the Services. Provider will not access Customer data or systems beyond what is reasonably necessary to deliver the Services.

2.5 Customer agrees not to use the Services unlawfully or maliciously. Provider may suspend access in case of violation. Provider may also suspend access to the Services in the event of (i) non-payment of fees when due, or (ii) a security risk or threat to the Services, Devices, or other customers.

2.6 All software, documentation, and intellectual property remain the property of Provider or its licensors. No rights are granted except as expressly stated.

2.7 Customer Obligations: Customer shall provide timely access, credentials, information, and cooperation reasonably required for Provider to deliver the Services. Provider shall not be responsible for delays, deficiencies, or failures resulting from Customer’s failure to provide such cooperation.

2.8 Security Safeguards: Provider will use commercially reasonable administrative, physical, and technical safeguards to protect Customer Data accessed or stored through the Services. Customer remains solely responsible for maintaining the overall security of its own systems and Devices, including but not limited to: installing and updating antivirus or endpoint protection software; applying security patches and updates; configuring firewalls, access controls, and intrusion prevention tools; and complying with all applicable cybersecurity policies and regulations. For clarity, cybersecurity, antivirus, and malware protection services are not included in TechAlert. Provider shall not be liable for any security breach, malware infection, or unauthorized access resulting from Customer’s failure to implement or maintain adequate protections.

2.9 Support Requests: Support requests must be submitted through Provider’s designated support portal or contact method. Provider is not responsible for delays or failures to respond to support requests submitted outside of designated channels.

3.0 Term, Renewal, and Transfer

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 thirty (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 three (3) years or as long as data qualifies as a Trade Secret, whichever is longer.

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: (i) obtain rights, (ii) replace/modify the Service, or (iii) 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 Disclaimer of Warranties

All warranties not expressly stated herein are disclaimed, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted use. Customer acknowledges that the Services are provided for diagnostic and support purposes only, and Provider does not guarantee that the Services or Devices will prevent operational issues, failures, or losses. Customer assumes all risk for its use of the Services, including any impact on its operations, whether or not such operations are considered high risk.

8.0 Limitations of Liability

8.1 Provider’s total aggregate liability for all claims under an Order shall not exceed the fees paid by Customer to Provider under that Order in the twelve (12) months preceding the claim.

8.2 Neither party is liable for indirect, incidental, special, 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 thirty (30) day cure period.

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

10.0 Miscellaneous

10.1 Orders bind successors and assigns. Assignments require written consent except for a merger, acquisition, or 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. The United Nations Convention on Contracts for the International Sale of Goods does 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.