Vigilis Platform Terms

These Platform Terms are a material part of, and condition to use, the services provided by Socium IT LLC, a Georgia limited liability company d/b/a Vigilis (“Provider”), pursuant to that certain Vigilis Services Master Services Agreement (“Agreement”) between Provider and the customer named therein (the “Customer”).

These Vigilis Platform Terms (“Terms”) govern access to and use of the Vigilis software platform (the “Platform”): the telecom expense-management software, Bandwidth on Demand (Vigilis Flux), and the API, SSO, and integration features. They are incorporated into the Vigilis Services Master Services Agreement (the “Agreement”, Section 5) and apply to every customer with Platform access. Customer accepts them by clicking to accept at account creation or, on request by Provider, by signing alongside the Agreement. Capitalized terms not defined here have the meanings given in the Agreement.

These Terms govern the Vigilis platform. The separate Flux Platform Terms govern the standalone fluxiod.com platform during its transition into Vigilis.

1. Access and License

During Customer’s engagement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable revocable right to access the Platform over the internet for Customer’s internal business operations. Customer shall not resell or sublicense it, reverse engineer or copy its software, scrape it or build a competing product from it, or circumvent its security or usage controls. Customer understands, acknowledges and agrees Provider (or its licensors) retains all right, title, and interest in the Platform. No rights are granted beyond those stated here, in the Agreement, or in the applicable SOW or Order Form.

2. Accounts and Authorized Users

Customer designates and manages Authorized Users and understands and agrees that it is solely responsible for their actions and for all activity under its accounts, including compliance with all applicable laws and the acceptable use provisions contained herein. Customer shall keep credentials secure and notifies Provider promptly of any suspected compromise.

3. Acceptable Use

Customer shall not use the Platform to violate law or third-party rights; upload malicious code or interfere with its operation or security; submit data it lacks the right to submit; process invoices or accounts that are not its own; or run abusive, automated, or bulk operations beyond ordinary business use. Provider may suspend or terminate access for a breach of this Section pursuant to the termination provisions set forth in Section 11.

4. Authorization to Act with Carriers and Vendors

Where the Platform acts on Customer’s behalf with carriers, vendors, or third-party systems (orders, modifications, configuration or bandwidth changes, ticketing, or other commitments), Customer authorizes those actions per its configured rules, Authorized User actions, or instructions. Customer is and shall be solely responsible for all charges, commitments, and obligations to third parties resulting from those actions, including any Carrier Charges, however triggered. This operates alongside the Carrier Letter of Agency (Agreement Section 19.1).

5. Carrier and Account Credentials

Where Customer provides carrier or account credentials, Provider stores them with commercially reasonable encryption and access controls and uses them only to perform authorized actions and deliver the Services. Customer represents it has authority to provide the credentials, is responsible for their accuracy, and may revoke them at any time, which ends Provider’s ability to perform the affected actions.

6. Bandwidth on Demand

Where Customer enables Bandwidth on Demand, it authorizes the Platform to raise and lower bandwidth on enrolled connections per its schedules and rules. Customer is solely responsible at its cost and expense for configuring it and for the operational impact of those changes. Underlying carrier capacity is billed by the carrier. Bandwidth on Demand is a paid add-on priced in the Vigilis Services and Pricing Schedule.

7. API, SSO, and Integrations

API access, SSO/SAML, and integration features are available as set out in the Services and Pricing Schedule (included at Enterprise; an add-on on other tiers) to the Agreement. Customer covenants and agrees that it shall safeguard its API keys and is solely responsible for activity through them and for configuring SSO and integrations. Provider may apply reasonable rate limits and does not guarantee uninterrupted API access.

8. Fair Use of “Unlimited” Processing

Unlimited AI invoice parsing applies to Customer’s own telecom invoices for services under management, up to 1,000 invoice documents per month, a fair-use backstop (not a metered charge) that ordinary business use will not approach. Higher volumes are handled on Enterprise or custom terms. Automated bulk processing, or processing of invoices that are not Customer’s own, is not permitted (Section 3).

9. Availability

Provider targets Platform availability of 99.5% per calendar month, excluding scheduled maintenance and the excluded events in Agreement Section 4.4. The target is a goal; it carries no service credits and is not a warranty. Provider will use commercially reasonable efforts to restore the Platform promptly after any interruption.

10. AI Features and Outputs

The Platform uses AI to produce audit findings, savings estimates, benchmarks, summaries, and recommendations (“Outputs”). Outputs are informational only, not professional, legal, financial, or accounting advice, and Provider makes no representation or warranty as to the accuracy or that any savings or result will be achieved. Customer is solely responsible for reviewing Outputs and for any decision it makes in reliance on the Outputs, and Provider is not and shall not be liable for any losses or damages arising from or related to any such reliance or use of the Outputs.

11. Suspension and Termination

Platform access runs with Customer’s engagement and ends on the earlier of its termination (Agreement Section 12) or expiration. Provider may suspend or terminate access for a breach of these Terms, a payment default, or a security risk, on the notice and cure in Agreement Sections 8.7 and 12.3. On termination, Provider revokes access and provides a final data export on request (Section 12.6).

12. Customer Data

Customer Data is governed by Agreement Section 9: Customer owns it; Provider’s use is limited to operating the Platform and performing the Services; and security, incident notice, and return or deletion follow Section 9. Personal Data is subject to the Data Processing Addendum (Section 9.4).

13. Aggregated and Anonymized Data

Provider may use aggregated, anonymized Platform data for benchmarking, Platform improvement, analysis, and marketing per Agreement Section 10.4. It will not identify Customer, its Confidential Information, or any individual.

14. Warranties and Disclaimers

Except for the availability target in Section 9, the Platform is provided “as is” and “as available,” and Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law. This does not limit the Provider indemnities in Agreement Section 14.

15. Limitation of Liability

Liability arising from the Platform is subject to Agreement Section 15 and its carve-outs. Customer’s responsibility for Carrier Charges under Section 4 is not capped.

16. Changes to the Platform and these Terms

Provider may modify the Platform and update these Terms. For the clickwrap version, material changes take effect on notice (email or in-Platform), and continued use after the effective date is acceptance. For a signed, dated version, that version controls for Customer’s term unless the Parties agree otherwise.

17. Relationship to the Agreement

These Terms are incorporated into and governed by the Agreement. On conflict, the Agreement governs except as to Platform operation, where these Terms govern (Agreement Section 3.2). Governing law and dispute resolution are as set out in Agreement Section 17.

Acceptance

By clicking “I agree” at account creation, or by accepting the Vigilis Services Agreement into which these Terms are incorporated, Customer accepts these Vigilis Platform Terms. A signature version is available on request.