POLICY

VigilanceIQ, Inc. API & SDK Terms of Service

Your agreement with us for a secure, reliable experience.

Effective Date: March 7, 2026

This API and SDK Terms of Service Agreement (the “Agreement”) is entered into between VigilanceIQ, Inc. (“VigilanceIQ,” “we,” “us,” or “our”) and the entity or individual (“Licensee,” “User,” or “you”) accessing our predictive alertness Application Programming Interfaces (“APIs”) and Software Development Kits (“SDKs”) (collectively, the "Services").

1. License Grant

VigilanceIQ grants the Licensee a limited, non-exclusive, non-transferable, and revocable license to access and use the API and integrate the SDK into software products for internal or commercial use in accordance with this Agreement. The Services are licensed, not sold, and title to the software and APIs does not transfer to you.

2. API Key Management & Security

Each User must obtain an API key from VigilanceIQ before accessing the API. Users are solely responsible for maintaining the confidentiality of their API keys and all activities that occur under their account. Sharing or unauthorized use of API keys is strictly prohibited and constitutes a material breach of this Agreement. You must promptly notify VigilanceIQ if you believe your API credentials have been compromised.

3. Permitted and Prohibited Uses

Permitted uses include accessing the API for legitimate business or development purposes and complying with applicable laws. You agree not to:

  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the SDK or API.

  • Use the Services for any illegal, malicious, or competitive purposes.

  • Modify or remove any copyright notices, trademark notices, or proprietary labels.

  • Incorporate the SDK into competing software without our prior written consent.

4. Rate Limiting and Service Stability

To protect our infrastructure from excessive traffic and ensure fair usage for all consumers, VigilanceIQ enforces rate limiting and throttling on API requests. You agree not to exceed the rate limits defined by your specific subscription tier. VigilanceIQ reserves the right to gracefully throttle responses or temporarily suspend API access if your usage threatens the stability, security, or integrity of our multi-tenant platform.

5. Privacy and Pass-Through Compliance

You agree to comply with all applicable data protection laws, including the GDPR and CCPA, when handling data obtained through the API. Because our SDKs are integrated directly into your applications, you must utilize a "Pass-Through" compliance model. This means you are contractually obligated to:

  • Provide a legally adequate privacy notice to your end-users.

  • Obtain all necessary and lawful consents from your end-users before collecting and sharing their operational or health data with VigilanceIQ.

  • Implement appropriate opt-out mechanisms for your end-users.

6. Export Restrictions and Trade Controls

Given the dual-use commercial and defense nature of the VigilanceIQ platform, the Services are subject to U.S. export control laws and regulations. You represent and warrant that you are not located in an embargoed country or on any U.S. Government list of prohibited or restricted parties. You shall not export, re-export, or transfer the Services to any unauthorized foreign entities, nor use the Services for the development of missiles, nuclear, chemical, or biological weapons. If handling ITAR-controlled technical data, you must ensure data remains on U.S. soil and is only accessed by authorized U.S. persons.

7. Intellectual Property Rights

All rights, title, and intellectual property interests in the API, SDK, documentation, and related materials remain the exclusive property of VigilanceIQ. The Licensee retains ownership of the applications they develop using the SDK, excluding the embedded VigilanceIQ components. You may provide feedback or suggestions regarding the Services, which VigilanceIQ may use without restriction or compensation.

8. Fees and Payment

If the Services are offered under a paid subscription or enterprise plan, fees, billing cycles, and payment terms will be specified in a separate pricing schedule or order form. Late payments may incur interest charges at the maximum rate permitted by law.

9. Warranties and Limitation of Liability

The APIs and SDKs are provided "as-is" without warranties of any kind, express or implied, including warranties of merchantability or fitness for a particular purpose. VigilanceIQ does not guarantee that the Services will be uninterrupted or error-free. To the maximum extent permitted by law, VigilanceIQ shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use the Services. Our total aggregate liability shall not exceed the amount paid by the Licensee for the Services in the twelve (12) months preceding the claim.

10. Indemnification

The Licensee agrees to indemnify, defend, and hold harmless VigilanceIQ from any claims, damages, liabilities, or expenses arising out of your misuse of the API/SDK, your violation of this Agreement, or your failure to obtain proper end-user consent for data processing.

11. Term and Termination

This Agreement remains in effect until terminated. VigilanceIQ may terminate or suspend your API/SDK access immediately for violations of this Agreement, non-payment, or severe security concerns. Upon termination, you must immediately cease all use of the Services and delete all copies of the SDK and API keys in your possession.

12. Governing Law

This Agreement shall be governed by the laws of the State of Missouri, without regard to conflicts of law principles.