These Terms of Service ("Terms") form a legally binding agreement between you ("Customer", "you") and VIGIL Technologies, LLC ("VIGIL", "we", "us") governing your access to and use of the VIGIL platform and related services (collectively, the "Service").
VIGIL provides AI-powered general ledger analysis software that connects to your accounting system, monitors journal entries, surfaces anomalies and exceptions, and produces health scores and reports. The Service is provided on a subscription basis.
We reserve the right to modify or discontinue features of the Service with reasonable notice. We will not materially reduce the core functionality of your active subscription tier without providing reasonable advance notice and a comparable alternative.
You must provide accurate information when creating your account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately at support@vigilgl.com if you suspect unauthorised access.
You must be at least 18 years old and have legal authority to enter into contracts on behalf of the business whose financial data you provide to the Service.
VIGIL may suspend or terminate your access to the Service immediately, with or without prior notice, if: (a) any payment is overdue; (b) you breach these Terms or the Acceptable Use Policy in section 6; (c) required by law enforcement or a government authority; (d) we reasonably suspect fraud, abuse, or misuse; or (e) continued access would create legal or security risk for VIGIL or other users. Where practicable, we will provide notice and a reasonable opportunity to remedy a remediable breach before suspending access. Upon termination, your right to access the Service ceases immediately and sections 7, 8, 9, 10, 12, 13, and 14 survive.
The Service is offered on subscription plans (Seed, Growth, Scale) as described on the pricing page, available on monthly or annual billing cycles. Plans are billed in advance at the start of each billing period. Annual plans are billed as a single upfront payment covering twelve months.
Payments are processed by Paddle, our merchant of record. By subscribing, you also agree to Paddle's terms of service. Paddle handles all payment processing, tax calculation, and refund administration.
Each plan includes a monthly transaction allowance. Usage beyond that allowance is billed at the per-transaction overage rate specified on the pricing page, invoiced at the end of the billing period.
Subscriptions renew automatically at the end of each billing period at the then-current rate unless cancelled before the renewal date. By subscribing, you authorise Paddle to charge your payment method on each renewal date without further action from you. You can cancel at any time via your account settings to prevent the next renewal.
We will give you at least 30 days' notice of any price increase. Continued use of the Service after the price change takes effect constitutes acceptance of the new price.
New subscribers receive a 7-day free trial. Payment information is collected at sign-up but no charge is made until the trial period ends. If you cancel before the trial expires, you will not be charged.
You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period — you retain full access until then.
Monthly plans: All monthly subscription fees are non-refundable. No refunds or credits are issued for partial billing periods or unused time.
Annual plans: If you cancel an annual subscription within the first six (6) months of your billing year, you are entitled to a refund of 50% of the annual fee paid for that billing year. No refund is available for cancellations made after six months. Refunds are processed through Paddle, our payment processor, and may take 5–10 business days to appear.
AI Kickstart add-on: The one-time AI Kickstart fee is non-refundable once the onboarding analysis has been initiated.
If you believe you were charged in error, contact us at support@vigilgl.com within 14 days of the charge and we will investigate.
You agree not to:
You retain full ownership of all financial data and content you provide to the Service ("Customer Data"). You grant VIGIL a limited, non-exclusive licence to process Customer Data solely to provide the Service to you.
We do not use your Customer Data to train general AI models or share it with third parties except as described in our Privacy Policy. Upon termination, your data is retained for 30 days to allow export, then permanently deleted.
The Service provides automated data analysis, dashboards, insights, and recommendations regarding potential accounting errors (collectively, "Insights"). These Insights are generated via automated algorithmic processing and artificial intelligence tools, including third-party large language models. VIGIL is not a certified public accountant (CPA), financial advisor, or fiduciary. The Service is intended solely as an informational tool to assist you and does not constitute professional accounting, tax, legal, or financial advice.
You acknowledge and agree that artificial intelligence systems are subject to inherent limitations, including the risk of "hallucinations," data omission, erroneous processing, or false positives/negatives. VIGIL does not guarantee the accuracy, completeness, or timeliness of any Insights provided by the Service. You assume sole responsibility for verifying all Insights, dashboards, and recommendations against your raw financial records and/or via a qualified human accounting professional before taking action, filing taxes, or altering your business operations.
VIGIL and its licensors own all rights to the Service, including the software, algorithms, models, branding, and documentation. Nothing in these Terms transfers any intellectual property rights to you. You may not copy, reproduce, or create derivative works from any part of the Service without our express written consent.
If you submit ideas, suggestions, or feedback about the Service ("Feedback"), you grant VIGIL a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and commercialise that Feedback in any product or service without restriction or compensation. VIGIL has no obligation to act on any Feedback.
We may offer features designated as "beta", "preview", or "early access". These features are provided as-is, may be modified or discontinued at any time, and are excluded from any service level commitments. Use of beta features is at your own risk.
Each party agrees to keep the other's confidential information confidential and not to disclose it to third parties without prior written consent, except as required by law. VIGIL's confidential information includes pricing, technical architecture, and non-public product roadmap details.
We warrant that the Service will perform materially as described during your subscription period. If it does not, your exclusive remedy is to notify us at support@vigilgl.com and allow us a reasonable time to remedy the issue. If the issue is not resolved within a reasonable time, you may cancel your subscription and we will consider a goodwill credit at our sole discretion.
THE SERVICE IS PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIGIL'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO VIGIL IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT WILL VIGIL, ITS AFFILIATES, OR ITS THIRD-PARTY PROVIDERS (INCLUDING INFRASTRUCTURE AND AI MODEL HOSTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:
THESE EXCLUSIONS APPLY EVEN IF VIGIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
You agree to indemnify, defend, and hold harmless VIGIL and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the Service in breach of these Terms; (b) your Customer Data; or (c) your violation of any applicable law or third-party rights.
These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict of law provisions. Any disputes shall be resolved exclusively in the state or federal courts located in Georgia. You waive any objection to the personal jurisdiction or venue of those courts.
Before initiating formal proceedings, both parties agree to attempt to resolve disputes informally by contacting support@vigilgl.com and allowing 30 days for resolution.
Any claim or cause of action arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrued, or it shall be permanently barred to the fullest extent permitted by applicable law.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and VIGIL regarding the Service and supersede all prior agreements.
If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force.
Failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
You may not assign these Terms or your account without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.
VIGIL shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, internet or telecommunications outages, cloud infrastructure failures, third-party API unavailability (including AI providers), government actions, or other events outside our reasonable control. We will notify you promptly and resume performance as soon as reasonably practicable.
We may update these Terms from time to time. We will notify you of material changes by email at least 14 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.
For any questions about these Terms, contact us at support@vigilgl.com.