1. Definitions

Cybervergent: This is a software-as-a-service (SaaS)- cloud-native solution designed to assist organizations in achieving and managing digital posture, including assessment tools, automated workflows, evidence collection, and AI-driven analytics. It is digital trust software, including all associated components, features, functionality, user interfaces, content, APIs, patches, and any related services provided by Cybervergent whether accessed via web, desktop, mobile, or other means.

AI Capabilities: Features of Cybervergent that utilize artificial intelligence, machine learning, or automated decision-making to provide compliance insights, risk assessments, gap analyses, or recommendations. These capabilities may include any other features and workflows that leverage AI.

Services: All functionalities, tools, reports, and support provided through Cybervergent.

Customer Data: Any data, including personal data, cardholder data, or other sensitive information, uploaded, processed, or stored by You on Cybervergent.

Compliance Frameworks: Industry standards and regulations supported by Cybervergent, including Payment Card Industry Data Security Standard ("PCI DSS"), ISO 27001, ISO 20000, ISO 42001, System and Organization Controls 2 ("SOC 2"), Nigeria Data Protection Act 2023 ("NDPA"), Digital Operational Resilience Act ("DORA"), General Data Protection Regulation ("GDPR"), Health Insurance Portability and Accountability Act ("HIPAA"), and others.

Derived Data: means data and information that is generated, derived, or created from the use of the Services, including but not limited to metadata, logs, usage data, statistical information, performance data, trends, analytics, and data that has been de-identified or aggregated such that it does not identify the Customer or any individual.

Order Form: means a written or electronic document that is executed or approved by the Customer and the Company which specifies the Subscription Plan and any other commercial terms agreed between the parties deemed to be incorporated into and governed by this Agreement.

Subscription Plan: means the package of the product offered by the Company to the customer on a recurring payment basis, which sets out the applicable fees, billing cycle, features, usage limits and other product levels as defined by the Company in the applicable Order Form. This is the product plan with pricing accepted by You, as detailed in the Order Form.

Reasonable Notice: Shall mean notice within 30 (Thirty) days

2. Acceptance of Terms

2.1.  By registering for, accessing, or using Cybervergent, you agree to these Terms and any additional policies referenced herein, including Our Privacy Policy. These Terms form a legally binding agreement between You and Cybervergent. If you are entering into these Terms on behalf of an organization, you represent that You have the authority to bind that organization to these Terms.

2.2.  We reserve the right to make changes to these Terms of Use from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

3. Scope of Services

3.1. Platform Access: We grant You a non-exclusive, non-transferable, revocable license to access and use Cybervergent during the term of Your Subscription Plan, solely for the purpose of managing Your digital posture in line with the capabilities offered by Cybervergent.

3.2. AI Capabilities: Cybervergent may use AI Capabilities to provide automated digital posture recommendations, risk scoring, vendor analysis, or other features. You acknowledge that AI-driven outputs are based on algorithms and data inputs and are provided for informational purposes. You are responsible for validating and acting on any recommendations.

3.3. Compliance Support: Cybervergent provides tools designed to assist with conducting compliance assessments, evidence collection, and reporting. However, achieving and maintaining full compliance with any Compliance Framework is Your sole responsibility. We do not guarantee compliance certification or favorable audit outcomes.

3.4. Updates and Maintenance: We reserve the right to update or modify Cybervergent, including AI Capabilities, to improve functionality, ensure compliance, address security issues or for other reasons we deem fit for the maintenance of product quality. We will provide reasonable notice of significant changes that may impact Your use of Cybervergent.

4. Customer Responsibilities

4.1. Accurate Information: You agree to provide accurate and complete information when registering for Cybervergent and during its use, including details about Your organization, systems, and compliance requirements. You also confirm that you are duly authorized to provide accurate and complete information for your organization, systems, and compliance requirements.

4.2. Compliance Obligations: You are responsible for ensuring Your organization complies with all applicable Compliance Frameworks, laws, and regulations. Cybervergent is a tool to assist with posture management. However, you remain accountable for meeting all requirements of the relevant standards.

4.3. Customer Data: You are responsible for the accuracy, legality, and appropriateness of all Customer Data uploaded to Cybervergent. You must ensure that Customer Data complies with applicable laws, including but not limited to data protection regulations (e.g., GDPR, NDPA) and other relevant local laws to the extent applicable. You acknowledge and agree that Customer Data may be collected, stored, processed, transmitted, and used by Cybervergent (and its affiliates, service providers and sub processors) for the purposes of providing, maintaining, securing, and improving the Services, as well as for compliance with applicable legal obligations.

4.4. Account Security: You are responsible for maintaining the confidentiality and security of Your account credentials and for all activities conducted under Your account. If You know or reasonably suspect of any unauthorized access or security breaches, You must notify Us immediately using the information provided below under "Contact Us". We shall not be liable for any loss, damage, or liability arising from your failure to maintain the security of your account or to promptly notify us of a suspected breach.

4.5. Use Restrictions: You agree not to, and not to permit any third party to:

• (a)  Use Cybervergent for any unlawful, harmful, fraudulent, infringing or abusive purpose or in violation of these Terms or any applicable laws or regulations
• (b)  Attempt to copy, modify, adapt, translate, reverse-engineer, decompile, disassemble or access the source code, underlying algorithms or structure of Cybervergent or its AI Capabilities except to the extent expressly permitted by applicable law.
• (c)  Sell, resell, lease, sublicense, distribute, assign, transfer or grant access to Cybervergent with unauthorized users or third parties without the prior written consent of the Company
• (d)  Interfere with, disrupt or attempt to gain unauthorized access to Cybervergent Platform, its systems, networks, accounts, or related data including through the upload of malicious code, viruses, or other harmful content to Cybervergent.
• (e)  Use Cybervergent to store, process, or transmit any data that you do not have the lawful right and consent to use, or that infringes, misappropriates or violates the intellectual property or privacy rights of any third party.

4.6.  We reserve the right to investigate violations of this Section and to suspend or terminate your access to Cybervergent for any actual or suspected breach.

5. AI Capabilities and Limitations

5.1. Accurate Information: Cybervergent's AI Capabilities are designed to aid artefact generation, end-to-end workflow creation without code across cloud and on-premises, activity anomaly detection, and enhance governance, data security, risk and compliance processes by analyzing Customer Data and providing insights. These capabilities may include, without limitation, automated gap analysis, risk prioritization, or evidence validation. You acknowledge and agree that:

• (a)  The AI Capabilities are intended to assist, augment, and streamline your processes but do not replace human judgement, professional advice or independent verification.
• (b)  Customer Data may be processed by the AI Capabilities solely for the purpose of delivering insights, analytics and related outputs in accordance with this Agreement and applicable data protection laws.
• (c)  Outputs generated by AI Capabilities are based on patterns, models and available data and may not always be accurate, complete, or suitable for your particular use case. Cybervergent makes no representation that AI-generated outputs constitute definitive advice or error free results.
• (d)  You remain solely responsible for reviewing, validating, and making decisions based on AI-generated outputs and for ensuring compliance with all applicable laws, regulations and internal policies when relying on such outputs.

5.2. No Guarantee of Accuracy: While We strive to ensure the accuracy and usefulness of outputs generated by AI Capabilities, you acknowledge and agree that AI Capabilities may produce incomplete, inaccurate or otherwise limited results due to limitations in algorithms, data quality and completeness, or other factors. All AI-generated outputs are provided on an "as is" basis without any warranty of correctness, fitness for a particular purpose, or freedom from error. You are responsible for independently verifying AI-generated recommendations, insights or results before acting or relying upon them.

5.3. Data for AI Improvement: Cybervergent is not permitted to use Your data to train or improve the AI model, without express permission from You. You have the option to grant Us consent to use anonymized and aggregated Customer Data to train and improve Our AI Capabilities. If you choose to provide this consent, you thereby grant Us a limited, non-exclusive, worldwide, royalty-free license to use Customer Data solely:

• (a)  to provide and improve the Services;
• (b)  to develop, train, and enhance our AI models, algorithms, and related technologies; and
• (c)  to generate Derived Data (as defined below).

5.4.  We ensure that such use of Customer Data under this clause 5 shall:

• (a)  comply with applicable data protection laws and regulations and does not identify You or Your customers/clients.
• (b)  be subject to your right to withdraw consent at any time by providing written notice in which instance Cybervergent shall cease such use going forward.

6. Fees and Payment

6.1. Subscription Fees Access to Cybervergent is granted by way of a subscription. You agree to pay the fees associated with Your Subscription Plan, as outlined in the applicable Order Form ("Fees"). You acknowledge and agree that all Fees:

• (a)  are quoted and payable in United States Dollars (USD).

6.2. Billing Information: You are responsible for providing complete and accurate billing and contact information and for updating such information promptly in the event of any changes. If payment of the Fee is not received when due, we may suspend or restrict your access to Cybervergent until payment is received in full.

6.3. Subscription Plans: Access to Cybervergent is provided under a subscription model and Fees are based on the Subscription Plan. Unless You provide written notice of termination at least ninety (90) days prior to the subscription anniversary date, Your Subscription Plan will automatically renew for an additional subscription term at the then applicable rates.

6.4.  You acknowledge and agree that we reserve the right to modify, add, or discontinue Subscription Plans and their features provided that material changes will be communicated to you in advance with reviewed terms.

6.5. Billing: Invoices will be issued in accordance with Your Subscription Plan's billing cycle, 30 days in advance of its anniversary. Payments are due within thirty (30) days from the invoice date unless a different payment term is specified in the applicable Order Form.

6.6. Late Payments: Any undisputed invoice not paid when due becomes subject to interest at a rate of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend or terminate access to Cybervergent for non-payment after providing reasonable notice.

6.7. Payment Terms: Invoices are due within 30 days of receipt unless otherwise specified in the Order Form.

6.8. Fee Changes: You acknowledge and agree that we may adjust the fees for Cybervergent from time to time with any such adjustment communicated to you with reasonable notice and will take effect from the start of the next subscription term unless otherwise expressly stated. Fee adjustments may reflect, without limitation, annual inflationary increases, enhancements or improvements to the Services, changes in market conditions or increased operating costs. Your continued use of Cybervergent after the effective date of the adjustment shall constitute your acceptance of the revised fees. If you do not agree to the adjustment you may elect to terminate your Subscription Plan in accordance with this term.

6.9.  Whether the fee change is to be effected before the next subscription term, You may terminate your Subscription Plan by giving written notice to the Company within 30 days of the notice of proposed fee adjustment.

6.10. Taxes: You are responsible for all applicable taxes, duties, or levies related to your use of Cybervergent, excluding taxes based on Our income. For the avoidance of doubt, all Fees are quoted exclusive of value added tax ("VAT"), sales tax, goods and services tax, or any similar tax imposed under applicable laws, on the Fees at the time the Services are supplied.

7. Data Protection and Security

7.1. Compliance with Laws: Both parties agree to comply with applicable data protection laws, including but not limited to GDPR, NDPA, United States data protection laws and other Compliance Frameworks when processing personal data or cardholder data through Cybervergent.

7.2. Data Security: We implement technical and organizational measures to protect Customer Data in accordance with ISO 9001, 27001, ISO 27001, NDPA and other Compliance Framework. However, you acknowledge that no system is completely secure, and You are responsible for implementing Your own security measures as required by applicable Compliance Frameworks.

7.3. Data Processing Agreement: If You process personal data through Cybervergent, you agree to enter into Our Data Processing Agreement (DPA), which outlines Our responsibilities as a data processor and Your responsibilities as a data controller.

7.4. Data Retention: We will retain Customer Data for the duration of Your Subscription Plan and for 30 days following termination or expiration of subscription, unless a longer retention period is otherwise required by law or agreed in writing between the Parties. During the post-termination period You are solely responsible for exporting or retrieving your Customer Data before termination. After this period, we will have no obligation to maintain or provide access to Customer Data and we may permanently delete or anonymize such data from our systems, subject to applicable legal requirements.

8. Confidentiality

8.1. Confidential Information: Each party agrees to maintain the confidentiality of the other party's non-public information, including Customer Data, business plans, and technical specifications, and to use such information only for purposes related to these Terms.

8.2. Exceptions: Confidential Information does not include information that:

• (a)  is or becomes publicly available without breach of these Terms.
• (b)  was known to the receiving party prior to disclosure.
• (c)  is disclosed with the prior written consent of the disclosing party.

8.3. Duration: Confidentiality obligations survive for three (3) years after termination of these Terms.

9. Intellectual Property

9.1. Platform Ownership: Cybervergent, including its AI Capabilities, software, and content, is owned by Cybervergent or its licensors and is protected by intellectual property laws. You are granted a limited license to use Cybervergent as described in Section 3.1.

9.2. Customer Data Ownership: You retain ownership of all Customer Data uploaded by You to Cybervergent. You hereby grant Us a non-exclusive, worldwide, royalty-free license to use, store, and process Customer Data solely to provide the Services and as permitted under Section 5.3.

9.3. Feedback: Any feedback, suggestions, ideas or recommendations You provide regarding Cybervergent may be freely used, implemented, disclosed, modified and exploited by Us without restriction, attribution or obligation to provide you with any compensation or other consideration, provided that such use does not identify You or disclose your Confidential Information. You acknowledge and agree that all feedback shall be deems non-confidential and non-proprietary, and you hereby assign to us all rights, title, and interest in and to such feedback for any purpose related to Our business, products or services.

9.4. Limited License: Subject to your compliance with this Agreement and the payment of all applicable fees We grant you a limited, non-exclusive, non-transferable and revocable license to access and use Cybervergent including its AI Capabilities, solely for your internal business purposes during the term of your subscription.

9.5.  All rights not expressly granted under this Agreement are reserved by us and our licensors.

9.6. Use of Customer Data: You grant us a non-exclusive, worldwide, royalty-free license to use, process, store, and analyze Customer Data solely to provide the Services, including improving AI capabilities, subject to applicable data protection laws.

9.7. Data Security: We implement and provide industry-standard security measures to protect Customer Data, in alignment with PCI DSS and ISO 27001 requirements. However, you acknowledge that no system, network or method of transmission over the internet is completely secure or error-free. Accordingly you are responsible for securing and backing up your own systems and devices before transmitting Customer Data to Cybervergent, maintaining confidentiality and strength of your authentication credentials and ensuring the Cybervergent Customer Data you provide complies with applicable data protection and privacy laws.

9.8. Data Privacy: Our processing of personal data is governed by our Privacy Policy, available at https://www.cybervergent.com/legal/privacy/. You are responsible for ensuring that your use of Cybervergent complies with applicable data protection laws, including obtaining necessary consents.

9.9. FAI Data Processing: With reference to section 5.3, If you choose to grant us consent, we may use anonymized and aggregated Customer Data, processed by our AI capabilities, to train and improve our AI models. Rest assured, this data will be handled in a way that prevents the identification of your organization or any individuals.

10. Term and Termination

10.1. Term: These Terms are effective upon Your registration and continue until Your Subscription Plan is terminated in accordance with this Agreement. Your Subscription Plan will automatically renew for successive subscription terms as detailed in clause 6. Any notice of termination received less than ninety (90) days before the subscription anniversary date shall be deemed ineffective, and you shall remain liable for your Subscription Plan which shall automatically renew for the subsequent subscription term.

10.2. Termination by Customer: You may terminate Your Subscription Plan by providing written notice at least ninety (90) days prior to the subscription anniversary as provided in clause 6 and termination shall be subject to payment of any outstanding fees.

10.3. Termination by Us: We may terminate or suspend Your access to Cybervergent immediately if You breach any of the Terms of this Agreement, fail to pay fees, if required by law or to protect the security of Cybervergent.

10.4. Effect of Termination: Upon termination or expiration of your Subscription Plan, you must cease all access to and use of Cybervergent. We will delete Your Customer Data in accordance with section 7.4 and upon request provide confirmation of such deletion, subject to any retention requirements under applicable law.

11. Limitation of Liability

11.1. Disclaimer: Cybervergent and Services are provided "as is" and the Software will when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions. Cybervergent and its suppliers do not and cannot warrant the performance or results you may obtain by using the software. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Cybervergent limited and its suppliers make no warranties conditions, representations, or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including without limitation non-infringement of third party rights, merchantability, integration, satisfactory quality, or fitness for any particular purpose.

11.2. Liability Cap: To the maximum extent permitted by law, our total liability for any claim arising from these Terms or Your use of Cybervergent shall not exceed the fees paid by You in the 12 months preceding the claim.

11.3. Exclusion of Damages: Neither party shall be liable for any indirect, incidental, or punitive damages, including loss of profits, data, or business opportunities, arising from these Terms or Cybervergent.

12. Indemnification

12.1. By Customer: You agree to indemnify and hold Us harmless from any claims, losses, or damages arising from Your use of Cybervergent, breach of these Terms, or violation of applicable laws or Compliance Frameworks.

12.2. By Us: We agree to indemnify and hold You harmless from any claims, losses or damages alleging that Cybervergent infringement of a third party's intellectual property rights, provided You promptly notify Us of such claims and cooperate in their defense.

13. Governing Law and Dispute Resolution

13.1. Governing Law: These Terms are governed by the laws of Federal Republic of Nigeria.

13.2. Dispute Resolution: In the event of any dispute, claim or controversy arising out of this Agreement or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to first attempt to resolve the Dispute through good-faith mutual discussions. If the Parties are unable to settle the dispute as indicated above, the dispute shall be referred to mediation by the legal representative of either of the Parties. Mediation shall be conducted at and in line with the Rules of the Lagos State Multi-Door Court House (LMDC). Each party shall bear its individual costs of Mediation.

13.3.  This Clause shall survive the termination of this Agreement and shall accordingly apply at all times to disputes and differences of opinion arising between the Parties hereto concerning this Agreement or any matter there under. Where mediation falls, the dispute shall be referred to a court of competent jurisdiction for resolution, without regard to conflict of law principles.

14. Miscellaneous

14.1. Entire Agreement: These Terms, together with the Privacy Policy, DPA, and any Order Form, constitute the entire agreement between You and Us regarding Cybervergent.

14.2. Amendments: We may update these Terms with reasonable notice. Continued use of Cybervergent after such notice constitutes acceptance of the updated Terms.

14.3. Force Majeure: Neither party shall be liable for delays or failures in performance (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, labor disputes, governmental action, pandemic, epidemic, public health emergency, interruption or failure of telecommunications or internet service providers, power outages, or other events of a similar nature ("Force Majeure Event").

The affected party shall promptly notify the other party of the occurrence of a Force Majeure Event and use commercially reasonable efforts to mitigate its impact. If the Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the Agreement upon written notice to the other without further liability (other than payment obligations accrued prior to termination).

14.4. Assignment: You may not assign, transfer, or delegate any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent, and any attempted assignment without such consent shall be null and void. We may assign or transfer these Terms, in whole or in part, without your consent, to (i) any of our affiliates, or (ii) a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.5. Notices: All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing. Notices to Us shall be delivered by hand, courier service, or certified mail (return receipt requested) to the address set forth below, or by email to the official email address designated by Us. Notices to You shall be delivered to the contact information provided in Your account, including email. Notices shall be deemed given:

• (a)  when received if delivered by hand or courier;
• (b)  three (3) business days after being deposited in the mail; or
• (c)  when transmitted if sent by email, provided no bounce-back or error message is received.

14.6. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Contact Us

For questions about these Terms, please contact Us at: