Resilient Privacy Inc.
Terms of Use
Effective date: April 8, 2025 · Last updated: April 8, 2025
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
01 Definitions
As used in these Terms:
"Resilient Privacy"
means Resilient Privacy Inc., a Delaware C Corporation. Also referred to as "we," "our," or "us."
"Services"
means the AEGIS platform, websites, APIs, applications, and any related tools or services operated by Resilient Privacy.
"You" / "User"
means any individual or entity accessing or using the Services.
"Customer Data"
means data, content, or materials you upload, submit, or process through the Services.
"Confidential Info"
means any non-public technical, business, financial, or operational information disclosed by one party to the other.
"Intellectual Property"
means all patents, copyrights, trademarks, trade secrets, know-how, software, algorithms, platform architecture, and other proprietary rights.
"Feedback"
means any suggestions, ideas, enhancement requests, or recommendations you provide regarding the Services.
"Competitor"
means any individual or entity that develops, markets, or sells products or services that compete with or are substantially similar to the Services.
02 Acceptance and eligibility
By accessing or using the Services, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal authority to enter into a binding agreement; (c) if acting on behalf of an entity, you are authorized to bind that entity; and (d) your use of the Services complies with all applicable laws and regulations.
We may refuse access to the Services to any person or entity at our sole discretion, without notice and without liability.
03 Intellectual property ownership
3.1 Sole ownership by Resilient Privacy
All right, title, and interest in and to the Services — including all underlying software, source code, algorithms, models, APIs, databases, documentation, trademarks, and any derivative works thereof (collectively, "Resilient Privacy IP") — are and shall remain the exclusive property of Resilient Privacy Inc. These Terms do not transfer any ownership interest in the Resilient Privacy IP to you under any circumstances.
3.2 No implied licenses
No license is granted to you by implication, estoppel, or otherwise. The only rights you receive are the limited access rights expressly stated in Section 4. Any use outside those rights is a material breach of these Terms.
3.3 Work product
Any modifications, customizations, integrations, or enhancements to the Services developed by Resilient Privacy — whether independently or in response to your request — are and shall remain the sole property of Resilient Privacy. You acquire no rights in such work product, even where developed using your specifications or feedback.
3.4 Feedback assignment
You hereby irrevocably assign to Resilient Privacy all right, title, and interest in and to any Feedback you provide, including all associated Intellectual Property rights worldwide. This assignment is perpetual, royalty-free, and unconditional. Resilient Privacy may use, commercialize, or incorporate Feedback into the Services without restriction or obligation to compensate you.
3.5 Prohibition on reverse engineering
You may not, directly or indirectly:
Reverse engineer, decompile, disassemble, or attempt to derive the source code or algorithms of any component of the Services
Benchmark or test the performance of the Services for the purpose of developing a competing product
Frame, scrape, or mirror any portion of the Services without our prior written consent
Use the Services to train, fine-tune, or develop any machine learning model or artificial intelligence system
3.6 Unauthorized use is infringement
Any unauthorized use of Resilient Privacy IP constitutes infringement and will entitle Resilient Privacy to pursue all available legal and equitable remedies, including injunctive relief, damages, and attorneys' fees, without the requirement to post bond or prove actual damages.
04 Limited license to use the Services
Subject to your ongoing compliance with these Terms and timely payment of all applicable fees, Resilient Privacy grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the applicable subscription term.
This license expressly excludes the right to:
Sublicense, resell, white-label, or distribute the Services or any component thereof
Use the Services to build, market, or support any product or service that competes with Resilient Privacy
Grant access to the Services to any Competitor
Use the Services in any manner not expressly authorized in these Terms
Resilient Privacy reserves the right to monitor your use of the Services to verify compliance. Any use outside the scope of this license automatically and immediately terminates the license granted herein.
05 Confidentiality
5.1 Definition and scope
"Confidential Information" includes, without limitation: the Services and all underlying technology; product roadmaps, pricing, and business strategies; security architectures, vulnerability assessments, and threat intelligence methodologies; customer lists and contract terms; and any other information that a reasonable person would consider confidential given the context.
5.2 Obligations
You agree to: (a) hold all Resilient Privacy Confidential Information in strict confidence using no less than the same degree of care you use to protect your own most sensitive confidential information, and in no event less than reasonable care; (b) not disclose it to any third party without prior written consent; (c) limit access to employees and contractors who have a need to know and are bound by equivalent confidentiality obligations; and (d) promptly notify us in writing upon discovery of any unauthorized disclosure or use.
5.3 Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission on your part; (b) was independently developed by you without reference to our Confidential Information; or (c) was rightfully received from a third party without restriction. A legal obligation to disclose does not exempt you from providing advance notice and cooperating with our efforts to seek a protective order.
5.4 Injunctive relief
You acknowledge that any breach or threatened breach of this Section would cause irreparable harm to Resilient Privacy for which monetary damages would be an inadequate remedy. Resilient Privacy is entitled to seek immediate injunctive relief without the requirement to post bond or prove actual damages, in addition to all other available remedies.
5.5 Survival
Confidentiality obligations survive termination or expiration of these Terms for five (5) years, except with respect to trade secrets, for which obligations are perpetual.
06 Non-compete and non-solicitation
6.1 Non-compete
During the term of your use of the Services and for two (2) years following termination or expiration of your account for any reason, you agree not to, directly or indirectly: (a) develop, market, sell, or support any product or service substantially similar to or competing with the Services; (b) use any knowledge or information gained through your use of the Services to assist any Competitor; or (c) white-label, rebrand, or represent the Services as your own product.
6.2 Non-solicitation of employees
During the term of your use of the Services and for two (2) years following termination, you agree not to, directly or indirectly: (a) solicit, recruit, or hire any employee, contractor, or consultant of Resilient Privacy; (b) induce or attempt to induce any such person to terminate their relationship with Resilient Privacy; or (c) assist any third party in doing any of the foregoing.
6.3 Non-solicitation of customers
During the term of your use of the Services and for two (2) years following termination, you agree not to, directly or indirectly solicit, induce, or attempt to persuade any customer or prospective customer of Resilient Privacy to reduce, terminate, or redirect their business with Resilient Privacy.
6.4 Reasonableness
You acknowledge that the restrictions in this Section are reasonable and necessary to protect the legitimate business interests of Resilient Privacy, including its trade secrets, customer relationships, and investment in the development of the Services. If any restriction is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all other restrictions shall remain in full force.
6.5 Injunctive relief
You acknowledge that any breach of this Section would cause irreparable harm to Resilient Privacy for which monetary damages would be inadequate. Resilient Privacy is entitled to seek immediate injunctive relief, without the requirement to post bond, in addition to all other available remedies.
07 Data and confidentiality of Customer Data
7.1 Customer Data ownership
You retain ownership of your Customer Data. By submitting Customer Data to the Services, you grant Resilient Privacy a limited, non-exclusive license to access, store, and process your Customer Data solely to provide the Services as described in these Terms and our Privacy Policy.
7.2 Your responsibilities
You represent and warrant that: (a) you have all rights, consents, and authority necessary to submit Customer Data to the Services; (b) your Customer Data does not violate any applicable law or the rights of any third party; and (c) you have implemented appropriate security controls governing access to and use of the Services within your organization. Resilient Privacy is not responsible for any loss, corruption, or unauthorized access to Customer Data resulting from your failure to comply with this Section.
7.3 Security obligations
You are responsible for: (a) controlling access to your account and credentials; (b) ensuring that only authorized personnel access the Services on your behalf; (c) promptly revoking access for any personnel who are no longer authorized; and (d) reporting any suspected unauthorized access or security incident immediately to security@resilientprivacy.com.
7.4 Prohibited data
You must not submit to the Services: (a) data subject to export control laws without obtaining required authorizations; (b) classified or government-restricted information; (c) payment card data (PCI-DSS scope) unless expressly authorized in writing by Resilient Privacy; or (d) any data that would impose regulatory obligations on Resilient Privacy that have not been agreed to in a separate written agreement.
7.5 Data following termination
Upon termination of your account, you may request an export of your Customer Data within 30 days. After that period, Resilient Privacy may delete all Customer Data without further notice or liability. Resilient Privacy has no obligation to retain Customer Data following termination.
08 Acceptable use
You agree not to use the Services to:
Violate any applicable law, regulation, or third-party right
Upload, transmit, or distribute malicious code, viruses, or disruptive software
Attempt to probe, scan, or test the vulnerability of any Resilient Privacy system or network
Circumvent or disable any authentication, security, or access control mechanism
Use the Services to conduct penetration testing or security research without our prior written consent
Collect or harvest any data from the Services by automated means
Access or attempt to access accounts, systems, or data belonging to other users
Use the Services in a way that places unreasonable load on our infrastructure
Violations of this Section may result in immediate suspension or termination of your access, referral to law enforcement, and civil or criminal liability. We reserve the right to cooperate fully with law enforcement investigations related to your use of the Services.
09 Disclaimer of warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, RESILIENT PRIVACY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (C) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA; AND (D) ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
No oral or written information provided by Resilient Privacy or its representatives creates any warranty not expressly stated in these Terms.
10 Limitation of liability
10.1 Exclusion of consequential damages
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL RESILIENT PRIVACY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; OR (C) COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES. THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF RESILIENT PRIVACY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Aggregate cap
RESILIENT PRIVACY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE FEES ACTUALLY PAID BY YOU TO RESILIENT PRIVACY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
10.3 Essential basis
You acknowledge that the liability limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the agreement between you and Resilient Privacy. Without these limitations, Resilient Privacy would not have entered into these Terms or provided access to the Services.
10.4 Exceptions
Nothing in these Terms limits Resilient Privacy's liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.
11 Indemnification
You agree to indemnify, defend (at Resilient Privacy's option), and hold harmless Resilient Privacy Inc. and its officers, directors, employees, contractors, affiliates, successors, and assigns from and against any and all claims, actions, proceedings, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Your access to or use of the Services, including any use by your employees, contractors, or authorized users
Your Customer Data, including any claim that your Customer Data infringes or misappropriates any third-party right
Your breach of any representation, warranty, or obligation under these Terms
Your violation of any applicable law or regulation
Your violation of any third-party right, including intellectual property, privacy, or confidentiality rights
Any negligence, willful misconduct, or fraud by you or your authorized users
Resilient Privacy reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully and not settle any claim without Resilient Privacy's prior written consent.
12 Term and termination
12.1 Term
These Terms are effective as of the date you first access the Services and remain in effect until terminated.
12.2 Termination for cause
Resilient Privacy may terminate your access to the Services immediately and without notice if: (a) you breach any provision of these Terms and fail to cure such breach within 5 business days of written notice; (b) you become insolvent or subject to bankruptcy proceedings; (c) we determine that your use of the Services poses a security risk or legal liability; or (d) we are required to do so by law or regulatory authority.
12.3 Effect of termination
Upon termination: (a) your license to access and use the Services terminates immediately; (b) you must cease all use of the Services and delete any downloaded materials; (c) all amounts owed to Resilient Privacy become immediately due and payable; and (d) Sections 3, 5, 6, 9, 10, 11, 13, and 14 survive termination indefinitely.
13 Governing law and dispute resolution
13.1 Governing law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Mandatory informal resolution
Before initiating any formal proceeding of any kind, the party asserting a dispute must provide written notice to the other party describing the claim in reasonable detail. The parties agree to negotiate in good faith for a period of 60 days from the date of that notice. No formal proceeding may be initiated until this 60-day period has elapsed without resolution. This requirement is a condition precedent to any arbitration or other proceeding, and failure to satisfy it is grounds for dismissal.
13.3 Mandatory binding arbitration
If a dispute is not resolved through informal negotiation, it will be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted in English in Wilmington, Delaware. The arbitrator's award is final, binding, and enforceable in any court of competent jurisdiction.
YOU AGREE THAT BY ACCEPTING THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO RESOLVE ANY DISPUTE THROUGH LITIGATION IN COURT. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS ARBITRATION AGREEMENT AND AGREE TO BE BOUND BY IT.
13.4 Waiver of jury trial
YOU EXPRESSLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY.
13.5 Class action and representative action waiver
YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS ARBITRATION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. ALL CLAIMS MUST BE BROUGHT SOLELY IN YOUR INDIVIDUAL CAPACITY. YOU MAY NOT CONSOLIDATE YOUR CLAIMS WITH THOSE OF ANY OTHER PERSON OR ENTITY. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ENTIRETY OF THE ARBITRATION AGREEMENT IN SECTION 13.3 IS VOID.
13.6 Carve-out for injunctive relief
Notwithstanding the mandatory arbitration requirement, Resilient Privacy may seek emergency or preliminary injunctive relief, a temporary restraining order, or other equitable relief in any court of competent jurisdiction in Delaware to protect its Intellectual Property rights, Confidential Information, or enforce Section 6 without first completing the informal resolution period in Section 13.2. Seeking such relief does not waive Resilient Privacy's right to arbitrate the underlying dispute.
13.7 Attorneys' fees and legal costs
If any dispute, claim, arbitration, or legal proceeding arises out of or relates to these Terms or the Services, you agree to bear and reimburse Resilient Privacy for all of its legal costs and expenses, including reasonable attorneys' fees, expert witness fees, filing fees, arbitration costs, and costs of investigation, regardless of the outcome. This obligation applies whether the proceeding is initiated by you or by Resilient Privacy, and whether Resilient Privacy prevails or not.
13.8 Limitation period
Any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after the claim or cause of action arose, regardless of any statute of limitations to the contrary. Claims not filed within this period are permanently and irrevocably barred.
14 General provisions
14.1 Entire agreement
These Terms, together with our Privacy Policy, Cookie Policy, and any applicable order form or subscription agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter herein.
14.2 Modifications
We reserve the right to modify these Terms at any time. For material changes, we will provide at least 14 days' notice by email or website posting. Continued use of the Services after the effective date constitutes acceptance. If you do not agree to the modified Terms, your sole remedy is to stop using the Services and close your account.
14.3 Severability
If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
14.4 No waiver
Resilient Privacy's failure to enforce any right or provision of these Terms will not constitute a waiver of that right. Any waiver by Resilient Privacy must be in writing and signed by an authorized representative.
14.5 Assignment
You may not assign, transfer, or delegate these Terms or any rights or obligations under them without our prior written consent. Any purported assignment without such consent is void. Resilient Privacy may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
14.6 Force majeure
Resilient Privacy is not liable for any delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or third-party infrastructure failures. You remain obligated to pay any amounts owed during a force majeure event.
14.7 Export compliance
You represent that you are not located in, and will not use the Services on behalf of any person or entity located in, a country subject to U.S. trade sanctions or export restrictions. You agree to comply with all applicable U.S. and foreign export control laws and regulations.
14.8 Government users
If you are a U.S. government entity or using the Services on behalf of a U.S. government entity, the Services are provided as "commercial items" as defined in 48 C.F.R. 2.101. Government users acquire only the rights expressly set forth in these Terms.
14.9 Notices
Legal notices to Resilient Privacy must be sent in writing to legal@resilientprivacy.com, with a copy by certified mail to Resilient Privacy Inc., Attn: Legal, Dallas, Texas, USA. We may send notices to you at the email address associated with your account, and such notices are deemed received 24 hours after sending.
14.10 No third-party beneficiaries
These Terms are for the sole benefit of you and Resilient Privacy and do not create any rights in any third party.
15 Contact us
For questions about these Terms, please contact:
Entity: Resilient Privacy Inc. · Attn: Legal
Address: Dallas, Texas, USA · Incorporated in Delaware
Email: legal@resilientprivacy.com
