terms of service.

1. Definitions

"VaultPAM", "we", "us" means VaultPAM Security Sp. z o.o., a limited liability company registered in Poland under KRS number TBD, with its registered office at ul. Żelazna 51/53, 00-841 Warszawa.

"Customer" means the legal entity that has agreed to these Terms by executing an Order Form or creating an account.

"User" means an individual employee or contractor authorized by Customer to use the Service under Customer's account.

"Service" means the VaultPAM privileged access management platform, including all features, APIs, agents, and support services provided at vaultpam.com.

"Customer Data" means all data submitted to, collected by, or generated within the Service by or on behalf of Customer, including Personal Data processed on Customer's behalf.

"Order Form" means a written or electronic order specifying the subscription plan, fees, and term, executed by both parties.

"Documentation" means VaultPAM's user and technical documentation available at docs.vaultpam.com.

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2. Acceptance

2.1 By creating an account, executing an Order Form, or accessing the Service, Customer agrees to be bound by these Terms. If accepted on behalf of a company, the accepting individual represents that they have authority to bind that company.

2.2 Customer is responsible for ensuring that all Users comply with these Terms. Customer is liable for the acts and omissions of its Users.

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3. Service

3.1 License

Subject to payment of applicable fees and compliance with these Terms, VaultPAM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable subscription license to access and use the Service for Customer's internal business operations during the subscription term.

3.2 Service description

The Service provides privileged access management capabilities including: credential vaulting, session recording and audit trail generation, multi-factor authentication enforcement, role-based access control policy administration, and integration with Customer's IT infrastructure via RDP, SSH, VNC, and HTTP protocols.

3.3 Restrictions

Customer must not, and must not permit any User to:

• reverse-engineer, decompile, or disassemble any part of the Service;
• use the Service to build a competing product or service;
• process Customer Data in violation of applicable law or third-party rights;
• circumvent or disable any authentication, authorization, or security controls;
• upload malware, harmful code, or unlawfully obtained data;
• share account credentials with unauthorized parties;
• resell or sublicense access to the Service without VaultPAM's prior written consent.

3.4 Updates

VaultPAM may update the Service at any time. Changes that materially reduce core functionality will be communicated to Customer with at least 30 days' advance notice.

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4. Accounts

4.1 Customer must register using accurate and complete information. Account credentials are confidential; Customer is responsible for all activities conducted under its account.

4.2 Customer must notify VaultPAM immediately at legal@vaultpam.com upon becoming aware of any suspected unauthorized use of or access to its account.

4.3 VaultPAM may suspend or terminate accounts that violate these Terms, after providing reasonable advance notice where circumstances permit.

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5. Customer Data

5.1 Ownership. Customer retains all rights, title, and interest in and to Customer Data. VaultPAM acquires no ownership rights in Customer Data; it is processed solely to provide the Service.

5.2 Processing. VaultPAM processes Customer Data solely as data processor acting on Customer's documented instructions, as set out in the Data Processing Agreement, which is incorporated into these Terms by reference.

5.3 Security. VaultPAM implements appropriate technical and organisational security measures to protect Customer Data, as described in Annex I of the Data Processing Agreement.

5.4 Export and deletion. Following subscription termination, Customer Data remains available for export for 30 days, after which VaultPAM will securely delete all Customer Data unless a longer retention period is required by applicable law or agreed in writing.

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6. Intellectual Property

6.1 VaultPAM retains all intellectual property rights in the Service, underlying software, algorithms, and Documentation. No intellectual property rights are transferred to Customer under these Terms.

6.2 If Customer provides feedback, suggestions, or enhancement requests regarding the Service, VaultPAM may use such input freely and without compensation to Customer.

6.3 VaultPAM may collect and use aggregated, anonymized usage statistics derived from Customer's use of the Service for product improvement and security purposes, provided no individual Customer or User can be identified from such data.

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7. Fees and Payment

7.1 Customer agrees to pay fees as specified in the applicable Order Form. All fees are in EUR unless otherwise stated.

7.2 VaultPAM issues invoices per the billing frequency specified in the Order Form (monthly or annually). Payment is due within 30 days of the invoice date.

7.3 Overdue amounts bear statutory interest under Polish law. VaultPAM may suspend Service access after providing 14 days' written notice of overdue payment.

7.4 Fees are exclusive of applicable VAT or other taxes, which are Customer's responsibility.

7.5 VaultPAM may adjust fees on subscription renewal with at least 60 days' prior written notice.

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8. Confidentiality

8.1 Each party may receive from the other non-public business, technical, or operational information that is designated as confidential or that a reasonable party would understand to be confidential given the nature and circumstances of disclosure ("Confidential Information").

8.2 Each receiving party will: (a) use Confidential Information only to fulfil its obligations or exercise its rights under these Terms; (b) protect Confidential Information with at least the same care it applies to its own confidential information, but in no case less than reasonable care; and (c) disclose Confidential Information only to employees or contractors who need to know it to perform under these Terms and are bound by equivalent confidentiality obligations.

8.3 Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without fault of the receiving party; (b) was already known to the receiving party before disclosure; or (c) is required to be disclosed by applicable law, provided the disclosing party is notified in advance where legally permitted.

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9. Warranties and Disclaimers

9.1 By VaultPAM. VaultPAM warrants that the Service will perform materially in accordance with the Documentation under normal use.

9.2 By Customer. Customer warrants that: (a) it has all necessary rights to submit Customer Data to the Service; (b) use of Customer Data by VaultPAM as permitted under these Terms will not violate applicable law or infringe any third-party rights; and (c) it has obtained any consents or established any legal bases required to process Personal Data included in Customer Data.

9.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VAULTPAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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10. Limitation of Liability

10.1 Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

10.2 VaultPAM's total aggregate liability arising out of or related to these Terms will not exceed the total fees paid by Customer to VaultPAM in the 12 months immediately preceding the event giving rise to the claim.

10.3 The limitations in sections 10.1 and 10.2 do not apply to: (a) Customer's payment obligations; (b) either party's breach of confidentiality obligations; (c) either party's indemnification obligations; or (d) any liability that cannot be limited under applicable law, including liability for gross negligence or wilful misconduct.

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11. Indemnification

11.1 By VaultPAM. VaultPAM will defend Customer against any third-party claim alleging that the Service, as provided and used in accordance with these Terms, infringes that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. VaultPAM's obligation under this section is conditioned on Customer: (a) promptly notifying VaultPAM of the claim; (b) granting VaultPAM sole control of the defence and any settlement; and (c) reasonably cooperating with VaultPAM.

11.2 By Customer. Customer will defend and indemnify VaultPAM against any third-party claim arising from: (a) Customer Data; (b) Customer's breach of these Terms; or (c) Customer's use of the Service outside the permitted scope.

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12. Term and Termination

12.1 Term. These Terms begin on the date Customer first accepts them and continue for the subscription term specified in the Order Form, renewing automatically on the same terms unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

12.2 Termination for cause. Either party may terminate these Terms immediately on written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within 30 days of written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to dissolution or liquidation proceedings.

12.3 Effect of termination. On any termination or expiry: (a) all licenses granted under these Terms terminate immediately; (b) Customer must cease all use of the Service; (c) each party must, upon request, return or destroy the other party's Confidential Information. Sections 6, 8, 9, 10, 11, 13, and 14 survive termination or expiry of these Terms.

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13. Data Protection

Processing of Personal Data under these Terms is governed by the Data Processing Agreement, which is incorporated into these Terms by reference. In the event of any conflict between this document and the Data Processing Agreement on matters relating to Personal Data, the Data Processing Agreement prevails.

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14. Governing Law and Disputes

14.1 These Terms and any dispute or claim arising out of or in connection with them are governed by the law of Poland, excluding its conflict-of-laws rules.

14.2 The parties will attempt to resolve any dispute through good-faith negotiations for a period of 30 days before resorting to formal proceedings.

14.3 Any dispute that cannot be resolved through negotiation shall be submitted to the exclusive jurisdiction of the courts of the city of Warsaw, Poland.

14.4 Nothing in this section prevents either party from seeking urgent or interim relief from any court of competent jurisdiction.

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15. General

15.1 Entire agreement. These Terms, together with any applicable Order Form and the Data Processing Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, representations, and understandings.

15.2 Amendments. VaultPAM may amend these Terms by posting an updated version at vaultpam.com/legal/terms and providing Customer with at least 30 days' prior written notice. If Customer does not accept the amended Terms, Customer may terminate the Agreement without penalty by providing written notice to VaultPAM before the effective date of the amendment, with termination taking effect on that date. Continued use of the Service after the effective date of the amendment constitutes acceptance of the amended Terms.

15.3 Assignment. Customer may not assign these Terms or any rights or obligations under them without VaultPAM's prior written consent. VaultPAM may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business assets.

15.4 Severability. If any provision of these Terms is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All remaining provisions continue in full force and effect.

15.5 Waiver. Failure by either party to enforce any provision of these Terms is not a waiver of the right to enforce it in the future.

15.6 Notices. Legal notices to VaultPAM must be sent in writing to legal@vaultpam.com or by post to VaultPAM's registered address below.

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Contact

VaultPAM Security Sp. z o.o.
ul. Żelazna 51/53, 00-841 Warszawa, Poland
E-mail: legal@vaultpam.com

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