Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a legally binding agreement between you and Electric Solidus, Inc. ("Electric Solidus," "Vigil," "Company," "we," "us," or "our") governing your access to and use of the Vigil Protocol website, web application, APIs, and related services (collectively, the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

We may update these Terms from time to time. When we make material changes, we will provide at least 30 days' advance notice through the Service, by email, or by other means reasonably calculated to reach you before the changes take effect. If you continue to use the Service after the effective date of updated Terms, you agree to the updated Terms. If you do not agree, you must stop using the Service and may cancel your subscription and request deletion of your account. Where required by applicable law, we will obtain your affirmative consent to material changes rather than relying on continued use.

2. Eligibility

You may use the Service only if you:

• are at least 18 years old;
• reside in the United States or another jurisdiction where your use is lawful; and
• have legal capacity to enter into these Terms.

The Service is intended for personal, household, and family continuity planning use, not for use by minors directly. By using the Service, you represent and warrant that you meet the eligibility requirements in this section.

3. The Service

3.1 What the Service Does

Vigil Protocol is a digital continuity-planning tool that helps users organize information about financial accounts, insurance, estate-planning documents, important contacts, and related household records so that trusted people can locate and understand that information if the user dies or becomes incapacitated.

The Service may include features that help you:

• inventory and organize records;
• upload documents and extract structured information from them;
• review AI-assisted observations about gaps or inconsistencies;
• configure household permissions and trusted contacts; and
• configure staged access and notifications for activation workflows.

3.2 What the Service Does Not Do

The Service:

• is not a bank, trust company, broker-dealer, registered investment adviser, money transmitter, money services business, executor, trustee, custodian, fiduciary, law firm, or insurance agency;
• does not provide legal, tax, financial, investment, insurance, estate-planning, medical, or other professional advice;
• does not execute transactions, move money, trade securities or digital assets, access your accounts, or act on your behalf before or after incapacity or death;
• does not verify legal authority, competency, incapacity, heirship, probate rights, marital status, or fiduciary standing of any person beyond the limited identity and attestation checks described in the Service at the time of activation;
• does not replace a will, trust, power of attorney, health care directive, or any other legal instrument;
• does not guarantee that any designated person will receive, read, understand, or act on information made available through the Service; and
• does not store passwords, private keys, seed phrases, one-time codes, security answers intended for live account access, or other credentials intended to access outside accounts.

Any AI-generated findings, summaries, extracted fields, or observations are informational only and are not a substitute for independent professional review. You should not rely on any output of the Service as a legal determination, financial recommendation, or professional opinion.

3.3 No Fiduciary Relationship

Nothing in these Terms or your use of the Service creates a fiduciary, advisory, trust, agency, or professional-client relationship between you and Electric Solidus. We do not owe you or any designee a fiduciary duty, duty of care, or duty of loyalty arising from the Service. The Service is a self-directed organizational tool. You are solely responsible for the completeness, accuracy, and adequacy of the information you provide and the decisions you make based on it.

3.4 Service Availability and Modifications

We strive to make the Service available but do not guarantee uninterrupted, continuous, or error-free access. We may modify, suspend, discontinue, or limit any feature or aspect of the Service at any time, with or without notice, for any reason, including to perform maintenance, apply updates, address security concerns, comply with law, or make business decisions about the Service. If we permanently discontinue the Service, we will provide at least 90 days' notice and make commercially reasonable efforts to allow you to export your data during that period, as described in Section 16.4.

We are not liable for any modification, suspension, or discontinuation of the Service or any feature, except as expressly required by applicable law.

3.5 Third-Party Dependencies

The Service relies on third-party infrastructure and service providers, including cloud hosting, payment processing, email delivery, authentication, and AI processing. We do not control the availability, performance, accuracy, or security of third-party services. Outages, errors, or changes by third-party providers may affect the Service, and we are not liable for those effects.

3.6 Community Property States

Estate planning, titling, beneficiary designation, and spousal property rights vary materially by state. The Service applies general principles that may not reflect your state's specific laws, including community property rules applicable in Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, and Wisconsin. All audit findings and organizational outputs should be reviewed with a licensed attorney in your state before taking any action.

4. Account Registration and Security

You must provide accurate, current, and complete registration information and keep it updated.

You are responsible for:

• maintaining the confidentiality of your account credentials and authentication methods;
• all activity that occurs under your account, whether or not you authorized it;
• controlling access to your device, email account, and authentication method; and
• promptly notifying us at support@vigilprotocol.ai if you suspect unauthorized use.

You may create or manage a household workspace and invite other users. You are responsible for assigning permissions carefully, including reviewing and understanding the access levels you grant. Household members may gain access to shared household information according to the permissions you assign.

We are not responsible for unauthorized access to your account resulting from your failure to safeguard your credentials or for actions taken by household members or designees acting within the permissions you granted.

5. Information You Submit and Your Permissions

5.1 Your Content

You may submit documents, records, notes, contact details, and other content ("User Content") to the Service. You retain ownership of your User Content, subject to the rights you grant below.

5.2 License

You grant us a non-exclusive, worldwide, royalty-free, and sublicensable (solely to service providers acting on our behalf to perform specific services described herein) license to host, store, process, reproduce, format, analyze, and transmit User Content solely as reasonably necessary to:

• provide, maintain, secure, and improve the Service;
• perform document extraction, search, and AI-assisted analysis you request;
• send notifications and activation communications you configure;
• generate de-identified or aggregated data that cannot reasonably be used to identify you, for analytics, product improvement, and security purposes;
• comply with applicable law, legal process, or government requests; and
• enforce these Terms and protect the rights, safety, or property of Electric Solidus, our users, or the public.

We do not use your User Content for third-party advertising or sell your User Content.

This license survives termination of your account solely to the extent necessary to perform backups, comply with legal retention obligations, complete pending activation workflows, maintain audit-log integrity, and wind down any services in progress. We will delete or de-identify User Content in accordance with our Privacy Policy after these limited purposes are fulfilled. No sublicensee may use User Content for any purpose beyond performing the specific service for which they were engaged, including no training, improving, or developing AI models or data products.

5.3 Your Responsibility for Content

You represent and warrant that:

• you have the rights necessary to submit the User Content and to grant us the license in Section 5.2;
• your submission and our processing of it as permitted by these Terms will not violate applicable law or another person's rights;
• information you provide is, to the best of your knowledge, accurate and not misleading; and
• User Content does not contain malware, viruses, or other harmful code.

You acknowledge that we have no obligation to independently verify the accuracy, completeness, or legality of User Content. We may, but are not required to, remove or disable access to User Content that we believe violates these Terms or applicable law.

5.4 Third-Party Information

If you provide personal information about another person (including a spouse, family member, trusted contact, professional, or minor dependent), you represent and warrant that you have a lawful basis to do so, including any required notice or consent under applicable privacy law. You must not upload information you know you are prohibited from sharing. You are solely responsible for ensuring that your submission of third-party personal information complies with applicable law, and you will indemnify us for claims arising from your failure to do so as described in Section 15.

6. Trusted Contacts, Household Members, and Activation

6.1 Configuration by You

You may designate a spouse, partner, household member, professional, or other trusted contact to receive notifications or staged access if an activation event is initiated. You are solely responsible for the persons you designate, the information you choose to include, the timing rules you configure, and the level of disclosure you authorize. It is your responsibility to keep your designations and configurations current and to inform your designees about their potential role.

6.2 Activation Workflow

An activation may involve notifications, verification steps, document requests, waiting periods, attestations, review signals, staged disclosures, and the release of limited information you previously chose to make available. The specific steps, timing, and requirements depend on the configuration options available at the time and may change as we modify the Service.

6.3 No Guarantee of Outcome

You acknowledge and agree that:

• We do not guarantee that an activation will occur, complete, or produce any particular outcome. Activations may be delayed, interrupted, or prevented by technical failures, service outages, third-party provider issues, security concerns, fraud indicators, incomplete configuration, disputes, legal process, or other circumstances.
• We may delay, pause, modify, deny, or refuse any activation or disclosure if we reasonably believe doing so is necessary to protect users, prevent fraud, respond to a dispute, investigate a security concern, comply with law, or protect the security or integrity of the Service.
• The Service is a supplemental organizational tool and must not be your sole plan for continuity, estate administration, or emergency access. You should maintain independent copies of critical documents and communicate essential information to trusted persons through means that do not depend on the Service.
• Our liability, if any, is subject to the limitations set forth in Section 14.

6.4 No Legal Determination

The Service does not determine legal incapacity, death, heirship, probate rights, fiduciary authority, community property rights, guardianship, conservatorship, or entitlement to assets. No activation event or disclosure through the Service constitutes a legal adjudication, factual finding, or substitute for a court order or other legal process. Users and designees remain responsible for obtaining legal advice and any required court orders or other documentation.

7. AI-Assisted Features

The Service may use third-party AI providers to process documents and generate summaries, extracted fields, suggested follow-ups, observations, or other outputs.

You understand and agree that:

• AI outputs may be inaccurate, incomplete, out of date, or misleading;
• AI may fail to identify relevant information, may misinterpret data, or may produce results that conflict with professional analysis;
• you must independently review and verify all AI outputs before relying on them for any purpose;
• AI outputs are not professional advice, legal determinations, financial recommendations, or substitutes for qualified human review;
• we may change the AI providers, models, prompts, or processing methods used to deliver the Service at any time without notice; and
• we are not liable for decisions you or any third party make based on AI outputs.

We will disclose material information about AI processing in the Privacy Policy.

8. Subscriptions, Billing, and Automatic Renewal

8.1 Paid Plans

Some features require a paid subscription. Pricing, billing intervals, and included features are presented before purchase.

8.2 Free Trials and Introductory Offers

If we offer a free trial or introductory pricing, the specific terms (including duration, what happens at the end of the trial, and any automatic conversion to a paid plan) will be clearly disclosed before you enroll. Unless you cancel before the trial ends, your subscription will convert to a paid plan at the disclosed price, and your payment method will be charged. We will send a reminder before a trial converts to a paid subscription where required by law.

8.3 Automatic Renewal and Pre-Purchase Disclosures

If you purchase a recurring subscription, it will renew automatically for successive renewal periods of the same duration unless cancelled. Before your initial purchase, we will clearly disclose:

• the subscription price and billing frequency;
• that the subscription renews automatically unless cancelled;
• how and where to cancel (including through the Service);
• the deadline for cancellation before the next renewal charge; and
• any applicable trial-to-paid conversion terms.

By subscribing, you authorize us and our payment processor to charge the payment method on file at the beginning of each renewal term at the then-current price unless you cancel before renewal. If we increase the price of a recurring subscription, we will provide advance notice and, where required by law, obtain your affirmative consent before charging the higher amount.

8.4 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support@vigilprotocol.ai. We will provide a simple, accessible online cancellation mechanism. Cancellation is effective at the end of the current billing period. You will retain access to paid features through the end of the period you have already paid for.

Cancellation stops future renewals but does not retroactively refund prior charges unless required by law or expressly stated otherwise. We will provide any post-cancellation confirmation required by applicable law.

8.5 Refunds

Except as required by applicable law, all charges are non-refundable. If you believe a charge was made in error, contact support@vigilprotocol.ai within 60 days of the charge.

8.6 Payment Processor

Payments are processed by third-party payment processors (currently Stripe, Inc.). Their terms and privacy practices apply to payment processing. We do not store your full payment card number.

9. Acceptable Use

You may not:

• use the Service unlawfully or in violation of another person's rights;
• attempt to gain unauthorized access to accounts, systems, or data;
• upload malware, viruses, or other harmful code, or interfere with the operation or security of the Service;
• use the Service to store live credentials, wallet seed phrases, private keys, recovery phrases, one-time passwords, or account-access secrets;
• use the Service to impersonate another person or initiate a fraudulent, deceptive, or unauthorized activation;
• circumvent or attempt to circumvent any access controls, security features, rate limits, or usage restrictions;
• reverse engineer, decompile, disassemble, or attempt to extract source code except to the extent non-waivable law permits it;
• use the Service to build a competing product or service through scraping, automated access, or systematic data collection; or
• encourage or assist any third party in doing any of the above.

We may investigate violations and take action we deem appropriate, including suspension, termination, content removal, and referral to law enforcement.

10. Privacy

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information. The Privacy Policy is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

11. Intellectual Property

The Service, including software, interfaces, design, text, graphics, logos, and other content we provide ("Company Materials"), is owned by Electric Solidus or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own lawful personal or household use. This license does not include any right to resell, distribute, publicly display, publicly perform, or create derivative works of the Company Materials.

All rights not expressly granted are reserved by Electric Solidus and its licensors.

12. Feedback

If you voluntarily provide suggestions, comments, ideas, or other feedback about the Service ("Feedback"), you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, and incorporate that Feedback for any lawful purpose without compensation or attribution to you. You are not obligated to provide Feedback, and we are not obligated to act on it.

13. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME, INCLUDING DURING AN ACTIVATION EVENT, EMERGENCY, OR TIME-SENSITIVE SITUATION;
• ANY AI OUTPUT, ORGANIZED RECORD, EXTRACTED FIELD, OBSERVATION, READINESS INDICATOR, ACTIVATION RESULT, NOTIFICATION, OR STORED INFORMATION WILL BE COMPLETE, ACCURATE, CURRENT, OR ADEQUATE FOR LEGAL, TAX, FINANCIAL, INSURANCE, ESTATE-PLANNING, OR EMERGENCY PURPOSES;
• ANY ACTIVATION WILL OCCUR, COMPLETE WITHIN A PARTICULAR TIMEFRAME, OR PRODUCE A PARTICULAR OUTCOME;
• ANY DESIGNEE, TRUSTED CONTACT, PROFESSIONAL, OR OTHER PERSON WILL RECEIVE, READ, UNDERSTAND, OR ACT ON INFORMATION MADE AVAILABLE THROUGH THE SERVICE; OR
• THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

YOU USE THE SERVICE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT MEANS OF ACCESSING CRITICAL DOCUMENTS, COMMUNICATING ESSENTIAL INFORMATION, AND PLANNING FOR CONTINUITY. THE SERVICE IS A SUPPLEMENT TO, NOT A REPLACEMENT FOR, PROFESSIONAL ESTATE PLANNING, LEGAL COUNSEL, AND PERSONAL PREPAREDNESS.

NOTHING IN THESE TERMS EXCLUDES ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES ARISING FROM OR RELATED TO:

• ANY ACTIVATION THAT DOES NOT OCCUR, IS DELAYED, IS INTERRUPTED, PRODUCES INCOMPLETE RESULTS, OR FAILS TO ACHIEVE ANY PARTICULAR OUTCOME;
• ANY FAILURE OF A DESIGNEE, TRUSTED CONTACT, OR THIRD PARTY TO RECEIVE, ACCESS, READ, UNDERSTAND, OR ACT ON INFORMATION;
• AI OUTPUTS THAT ARE INACCURATE, INCOMPLETE, OR MISLEADING;
• SERVICE UNAVAILABILITY, INCLUDING DURING EMERGENCIES, INCAPACITY EVENTS, OR TIME-SENSITIVE SITUATIONS;
• ACTIONS OR OMISSIONS BY THIRD-PARTY SERVICE PROVIDERS;
• YOUR RELIANCE ON THE SERVICE AS YOUR SOLE OR PRIMARY CONTINUITY PLAN; OR
• UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM YOUR FAILURE TO SAFEGUARD CREDENTIALS.

(C) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(D) THE LIMITATIONS IN THIS SECTION APPLY TO ALL YOUR CLAIMS IN THE AGGREGATE, NOT PER-INCIDENT. MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT. YOU MAY ONLY BRING CLAIMS ON YOUR BEHALF ON NOT ON BEHALF OF ANY OTHER PERSON.

(E) THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY ARISING FROM OUR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY APPLICABLE CONSUMER PROTECTION LAW.

15. Indemnity

To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless Electric Solidus and its officers, directors, employees, contractors, and agents ("Indemnified Parties") from and against any third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your User Content, including claims that your content infringes or misappropriates a third party's rights or violates applicable law;
• your submission of personal information about third parties without a lawful basis;
• your misuse of the Service or violation of these Terms;
• your violation of applicable law or another person's rights;
• your designation of trusted contacts or configuration of activation workflows, and any resulting disclosures; or
• a dispute between you and a designee, household member, or third party regarding access to information in the Service.

This section does not require you to indemnify us for our own gross negligence, willful misconduct, fraud, or any other liability that applicable law does not permit you to assume. This section does not apply to the extent prohibited by the consumer protection laws of your state of residence.

16. Suspension, Termination, and Data Portability

16.1 Suspension or Termination by Us

We may suspend or terminate your access to the Service, in whole or in part, if:

• you materially breach these Terms and fail to cure the breach within 15 days after written notice (where the breach is curable);
• we reasonably suspect fraud, abuse, or a security incident involving your account;
• continued access could expose us, you, or others to material legal or security risk;
• we are required to do so by law, regulation, or court order; or
• you engage in conduct that could subject Electric Solidus to liability or harm other users.

Where practicable, we will provide notice before or promptly after suspension or termination, along with the reason, except where prohibited by law or where notice could compromise an investigation.

16.2 Termination by You

You may stop using the Service at any time. Subscription cancellation (Section 8.4) and account deletion are separate actions. To delete your account, contact support@vigilprotocol.ai or use the account deletion feature if available. Account deletion will be processed in accordance with our Privacy Policy.

16.3 Effect of Termination

Upon termination:

• your license to use the Service ends immediately;
• any pending activation workflows may be cancelled;
• we may retain information as described in the Privacy Policy and as required by law, including audit logs, transaction records, and backups; and
• Sections 3.3, 5.2 (solely as to surviving scope), 5.3, 6.3, 6.4, 7, 12, 13, 14, 15, 16.3, 16.4, 17, 18, and 20 survive termination.

16.4 Data Export and Portability

Before or within 30 days after termination or account deletion, you may request an export of your User Content in a commonly used, machine-readable format. We will make commercially reasonable efforts to provide the export within 30 days of your request, subject to identity verification. After the export period, we may delete your User Content in accordance with our Privacy Policy.

16.5 Business Continuity

If Electric Solidus ceases operations, undergoes dissolution, or permanently discontinues the Service, we will use commercially reasonable efforts to provide at least 90 days' advance notice and to make data export available during that period. In the event of a merger, acquisition, or sale of assets, any successor entity will be bound by these Terms with respect to your User Content, subject to applicable law.

17. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have a jury trial.

17.1 Informal Resolution First

Before filing a formal claim, each party agrees to try to resolve the dispute informally. The complaining party must send written notice describing the factual basis of the dispute, the specific relief requested, and contact information. Notices to us must be sent to legal@vigilprotocol.ai. Notices to you will be sent to your account email. Neither party may commence arbitration or litigation until 60 days after the opposing party receives the informal dispute notice, unless a statute of limitations would expire during that period.

17.2 Agreement to Arbitrate

In the event the Parties are unable to resolve any disputes informally (in accordance with Section 17.1), except for the exclusions in Section 17.3 you and Electric Solidus agree to resolve all disputes arising out of or relating to these Terms, the Service, or the relationship between us through final and binding individual arbitration.

17.3 Exclusions from Arbitration

Either party may:

• bring an individual claim in small claims court (or equivalent) if the claim falls within the court's jurisdictional limits;
• seek injunctive or equitable relief in any court of competent jurisdiction for intellectual property infringement, data misuse, unauthorized access, or violations of Section 9; or
• bring any claim that applicable law does not permit to be submitted to binding arbitration.

17.4 Class Action and Jury Trial Waiver

To the maximum extent permitted by law, all disputes must be brought only on an individual basis and not as a plaintiff, class member, or participant in any purported class, collective, consolidated, representative, multi-claimant, or private attorney general proceeding. The arbitrator may not consolidate claims of more than one person. You and Electric Solidus each waive the right to a jury trial for any dispute subject to this section.

If this class action waiver is found unenforceable as to a particular claim, then this entire arbitration section (Section 17) will not apply to that claim, and that claim will proceed in court, but the remainder of this section will continue to apply to all other claims.

17.5 Mass Arbitration

If 25 or more claimants submit demands for arbitration raising substantially similar claims, and the claimants are represented by the same or coordinated counsel, those claims will be treated as "Mass Arbitration." In that case, the parties agree to a bellwether process: counsel for both sides will select up to 10 claims to proceed first in individual arbitrations. The results of those bellwether arbitrations will be used to inform resolution of the remaining claims. No more than 10 arbitrations may proceed simultaneously in a Mass Arbitration unless both parties agree otherwise.

17.6 Opt-Out Right

You may opt out of this arbitration section by sending written notice to the mailing address and/or email address below within 30 days after you first agree to these Terms. Your notice must include your name, account email, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, Sections 17.7 and 17.8 (governing law and venue) still apply.

Electric Solidus, Inc.
Attn: Vigil Protocol
26565 W. Agoura Rd, Suite 200
Calabasas, CA 91302
Legal@vigilprotocol.ai

17.7 Arbitration Rules, Provider, and Fees

Arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures, or if JAMS is unavailable, by the American Arbitration Association under its Consumer Arbitration Rules. If JAMS rules conflict with these Terms, these Terms govern to the extent permitted by law.

We will pay all filing, administration, and arbitrator fees that exceed what you would have paid to file in court, subject to the arbitration provider's fee schedule. Each party bears its own attorneys' fees unless the arbitrator awards fees to the prevailing party as permitted by law.

The arbitrator may award any relief that a court of competent jurisdiction could award, subject to the limitations in these Terms. The arbitrator's award is final and enforceable in any court of competent jurisdiction.

17.8 Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where preempted by federal law or where non-waivable consumer protection law of your state of residence requires application of that state's law. If a dispute is not subject to arbitration, the parties consent to exclusive jurisdiction in the state or federal courts located in New Castle County, Delaware, unless applicable law requires another forum.

18. Statute of Limitations

To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the date on which the claim occurs, regardless of whether the claimant discovers the facts giving rise to such claim, or the claim will be permanently barred. This section does not shorten any statute of limitations that applicable law does not permit to be shortened.

19. Electronic Communications and Contracting

You agree to receive electronic communications from us, including notices, disclosures, invoices, and records. You agree that electronic notices and records satisfy legal requirements that they be in writing to the extent permitted by applicable law.

Where required by applicable law, we will obtain your consent to electronic records and provide any disclosures required by the Electronic Signatures in Global and National Commerce Act (E-SIGN) or applicable state law.

20. Force Majeure

We will not be liable for any delay or failure to perform any obligation under these Terms (including activation workflows, notifications, data availability, or service uptime) to the extent caused by circumstances beyond our reasonable control, including natural disasters, pandemics, epidemics, acts of government, war, terrorism, civil unrest, labor disputes, utility or telecommunications failures, cyberattacks, distributed denial-of-service attacks, third-party service outages, internet disruptions, power failures, or other force majeure events.

21. Accessibility

We are committed to making the Service reasonably accessible and usable. If you encounter accessibility barriers, contact support@vigilprotocol.ai.

22. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and Electric Solidus regarding the Service and supersede all prior or contemporaneous agreements, representations, and understandings.

Severability. If any provision of these Terms is found by a court or arbitrator to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

No waiver. Our failure to enforce a provision of these Terms is not a waiver of that provision or any other provision. A waiver must be in writing and signed by an authorized representative.

Assignment. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. You may not assign these Terms without our prior written consent. Any purported assignment in violation of this section is void.

No third-party beneficiaries. These Terms do not create any rights for third parties, including your designees, household members, trusted contacts, or professionals. No third party may enforce any provision of these Terms or bring a claim based on them.

Headings. Section headings are for convenience only and do not affect interpretation.

Construction. These Terms will not be construed against either party by reason of authorship.

23. Contact Information

Electric Solidus, Inc.

Email: legal@vigilprotocol.ai

Support: support@vigilprotocol.ai

Mailing Address: 26565 W. Agoura Rd, Suite 200
Calabasas, CA 91302