TERMS &
CONDITIONS
Last Updated: March 2026
THIS VANTAPRISM END USER AGREEMENT, TOGETHER WITH THE VANTAPRISM PRIVACY POLICY (COLLECTIVELY, THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND VANTAPRISM, LTD ("VANTAPRISM").
VantaPrism may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, VantaPrism shall notify you via email or by means of a prominent notice on the VantaPrism website available at VantaPrism.com, which you should check periodically. By continuing to use the Solution following such modifications, you agree to be bound by such modifications.
GRANT OF RIGHT TO USE AND RESTRICTIONS
1.1 Right to Use
Subject to the terms and conditions of this Agreement and the terms and conditions of a written order provided by VantaPrism and signed by you or otherwise signed by both parties or the terms set forth in the subscription plan you selected on VantaPrism's website (the "Order"), VantaPrism hereby grants you during the applicable subscription term specified in the Order, and you accept, a limited, non-exclusive, non-sublicensable and non-transferable right to use the Solution during the Term internally, solely for the purpose of ethical disclosure of Deliverables to prospective customers and subject to any specific use limitations specified in the Order. "Solution" means the VantaPrism proprietary solution identified in the applicable Order and all manuals, specifications, and other documentation provided by or on behalf of VantaPrism, as well as any updates or upgrades provided by VantaPrism herein. "Deliverables" mean the content or data provided by VantaPrism.
1.2 Prohibited Uses
Except as expressly permitted herein, you shall not, directly or indirectly:
(i) modify, incorporate into or use the Solution with other software, or create a derivative work of any part of the Solution;
(ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share the Solution or Deliverables or any of your rights under this Agreement with or to anyone else;
(iii) copy or reproduce, distribute or publish the Solution or the Deliverables;
(iv) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution or Deliverables, or use such results for your own competing software development activities;
(v) modify, disassemble, decompile, reverse engineer, revise or enhance the Solution or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Solution or use the Solution for purposes of competitive analysis or the development of a competing software product or service;
(vi) remove or otherwise alter any of VantaPrism's trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Solution or Deliverables;
(vii) ship, transfer, or export the Solution or Deliverables or use the Solution or Deliverables in any manner that is prohibited by law;
(viii) exceed any use limitations or other restrictions which are specified in the Order;
(ix) contest VantaPrism's Intellectual Property Rights (as defined below) to the VantaPrism IPR (as defined below);
(x) use the Solution or Deliverables for the purpose of providing services to any third party or any purpose other than as permitted by this Agreement;
(xi) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Solution;
(xii) use the Solution to access any confidential or other non-public information of any third party without such third party's permission;
(xiii) charge any fees or other consideration for the Deliverables; or
(xiv) cause or permit any third party to do any of the foregoing.
CONSIDERATION
The consideration for the right to use granted hereunder, will be in accordance with the payment terms, subscription plans and metrics specified in the Order. Unless otherwise specified in the Order, (i) you will pay all amounts due under this Agreement in U.S. Dollars, and (ii) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice.
CONFIDENTIALITY
You may have access to certain non-public or proprietary information or materials of VantaPrism whether in tangible or intangible form ("Confidential Information"). You shall use the Confidential Information solely for the purpose of performing your obligations and/or exercising your rights under this Agreement.
TITLE & OWNERSHIP; ANONYMOUS DATA
The Solution is not sold but provided for use for a limited term. VantaPrism and/or its licensors or designees are and shall retain all right, title, interest and ownership of all intellectual property rights in and to the Solution and related documentation.
DISCLAIMER OF WARRANTY
THE SOLUTION AND DELIVERABLES ARE PROVIDED "AS IS", WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANTAPRISM DISCLAIMS ALL WARRANTIES.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VANTAPRISM AND/OR ITS AFFILIATES SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless VantaPrism, its affiliates, licensors, suppliers, officers, directors, employees and agents.
TERM AND TERMINATION
The term of this Agreement shall be as set forth in the Order and may be terminated earlier in accordance with this Section ("Term").
PRIVACY
VantaPrism's privacy practices are governed by VantaPrism's Privacy Policy available at VantaPrism.com/privacy.
MISCELLANEOUS
This Agreement shall be construed and governed in accordance with the laws of the State of New York, USA.