Terms of Service

By signing an ordering document that references these Terms, completing a payment for the Service, or accessing or using the Service, you accept these Terms on behalf of your organization. If you do not agree to these Terms, do not access or use the Service.

Completing a checkout or payment flow (including a payment processed through Stripe) does not create or replace a signed commercial agreement; it is a payment made under the applicable ordering document described in Section 4.

The Service is intended solely for businesses and the personnel they authorize. To use Vigil you must be a carrier or freight operation, be able to form a binding contract, and not be barred from using the Service under applicable law. The individual accepting these Terms represents that they have authority to bind the Customer.

Vigil is not directed to consumers or to individuals under 18 and is not intended for personal, family, or household use. Access is invite-only: workspaces are provisioned by Vigil and user accounts are created by a carrier administrator. There is no public self-registration, and payment alone does not automatically activate a workspace (see Section 17).

Vigil is a hosted software-as-a-service (SaaS) operations platform for freight carriers, consisting of a driver mobile application, a dispatcher command center, and related web surfaces, APIs, generated documents, and support (collectively, the "Service").

Subject to these Terms, the applicable ordering document, and payment of applicable fees, we grant your organization a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal freight operations during your subscription term. This is a license to use the Service, not a sale; we and our licensors retain all right, title, and interest in the Service.

Vigil sells customer-specific commercial arrangements. These may include, for example, fixed-term agreements, upfront or down payments, installment schedules, fleet or vehicle limits, and negotiated renewal terms. The commercial terms that apply to you are defined in your ordering documents, and the following hierarchy applies:

1. Your ordering document controls your commercial terms. The applicable signed Order Form, Carrier Subscription Agreement, quote, statement of work, or other ordering document (each, an "Order Form") defines the customer-specific commercial terms, including: subscription term; fees; any upfront or down payment; any installment schedule; billing dates; fleet or vehicle limits; implementation or onboarding fees; renewal; cancellation rights; and any negotiated service terms.
2. These Terms govern access and use. These public Terms of Service govern access to and use of the Service by you and your authorized users.
3. Conflicts. If an Order Form or other signed customer agreement conflicts with these Terms, the Order Form or signed agreement controls for that customer.

Nothing on this page states or implies that every customer receives the same term, pricing structure, cancellation rights, refund terms, or renewal terms.

Account ownership. The Customer named on the Order Form owns its Vigil account and carrier workspace. The individual designated as administrator is authorized to act for the Customer, manage users, and accept these Terms on its behalf.

Authorized users. Dispatchers, drivers, and other users invited into your workspace act on your behalf, and you are responsible for their use of the Service. Each authorized user must use the Service only for your legitimate business operations, keep their credentials secure and confidential, provide accurate information, and follow the acceptable-use requirements in Section 9. Credentials may not be shared outside your organization, and access is limited to the roles (for example dispatcher or driver) assigned within your workspace.

You are responsible for all activity under your accounts and must promptly notify us of any unauthorized use.

You remain solely responsible for your own transportation operations, including your drivers, dispatch decisions, safety practices, regulatory compliance, and commitments to your customers. Vigil is an operations tool; it does not perform, supervise, or guarantee any transportation service and does not provide legal, regulatory, safety, insurance, tax, or compliance advice.

As the Carrier, you are responsible for:

• Provisioning, supervising, and deactivating your dispatchers, drivers, and other authorized users.
• The accuracy and lawfulness of the load, shipment, customer, billing, and document data you and your users enter into the Service.
• Your compliance with applicable transportation, motor-carrier, safety, labor, tax, and records-retention laws and regulations.
• Obtaining any consents your drivers or customers may require, including for location capture, photos, voice notes, and communications processed through the Service.
• Determining what documents, tracking links, or records are appropriate to generate or share with your customers, and honoring the commitments you make to them.

Your data is yours. As between you and us, you own the load, shipment, document, driver, customer, and operational data your organization submits to or generates through the Service ("Customer Data").

Our processing rights. You grant us a limited, non-exclusive license to host, copy, process, transmit, and display Customer Data as needed to provide, secure, support, and improve the Service, to comply with law, and as otherwise directed by you. We handle personal information as described in our Privacy Policy. We do not sell Customer Data.

Data export and deletion at the end of the relationship are addressed in Section 14.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and the applicable Order Form, protect it with reasonable care, and not disclose it except to personnel and service providers with a need to know who are bound by comparable obligations. Confidential Information does not include information that is public through no fault of the receiving party or independently developed. These obligations do not prevent disclosure required by law, provided reasonable notice is given where permitted.

You and your users agree not to:

• Use the Service in violation of any applicable law or third-party rights.
• Upload unlawful, infringing, or malicious content, or content you lack the right to submit.
• Attempt to gain unauthorized access to the Service, other customers' workspaces, or underlying infrastructure, or interfere with the security or integrity of the Service.
• Probe, scan, overload, or disrupt the Service, or circumvent usage limits, rate limits, or access controls.
• Reverse engineer, decompile, scrape, or resell the Service, or use it to build a competing product or service.
• Misrepresent operational records, or use the Service to facilitate fraudulent or deceptive activity.
• Share credentials or grant access to anyone outside your organization.

Fees, payment amounts, billing dates, and any upfront payment or installment schedule are set out in your Order Form.

• Payment processing. Stripe or another third-party payment processor may process customer payments. Card data is handled by the payment processor; Vigil does not itself store full payment-card details.
• Payments credit your Order Form. A payment made through Stripe or any other processor is credited toward the amounts due under the applicable Order Form or signed agreement. A checkout flow does not create, amend, or replace the signed commercial agreement.
• Refunds. Fees are non-refundable except where the applicable Order Form, signed agreement, or applicable law expressly provides otherwise. If you believe you were billed in error, contact hello@seevigil.com and we will review it in good faith.
• Late or failed payments. Late, failed, reversed, or disputed payments may result in suspension of the Service (Section 13) or other remedies described in the applicable agreement, and you remain responsible for amounts properly owed.

Vigil is a software provider. Vigil is not a lender, financing company, or payment processor, and nothing in these Terms constitutes an offer or extension of credit.

Responsibility for taxes, duties, and similar governmental charges, if any, is allocated by the applicable Order Form or signed agreement and by applicable law. Nothing on this page constitutes tax advice.

Renewal is governed by your Order Form. Where an Order Form provides for renewal (automatic or otherwise), the subscription renews on the terms and at the rates it specifies; where it requires a new agreement, the subscription ends unless renewed in writing. If a renewal is set to occur at a changed rate, we will provide the notice required by the applicable agreement or law before the change takes effect.

We may suspend or limit access to the Service, after notice where practicable, if: amounts properly due under the applicable agreement are unpaid following any notice or cure period it provides; your use presents a security risk to the Service or others; or you or your users materially violate Section 9. We will restore access promptly once the cause of suspension is resolved. Suspension does not relieve payment obligations that have properly accrued.

Termination. Term, cancellation rights, and any early-termination terms are set out in your Order Form. In addition, either party may terminate for the other's material breach that remains uncured following written notice and a reasonable cure period, unless the applicable agreement provides a different process.

Effect of termination. On expiration or termination, access to the Service ends and amounts properly accrued remain payable as provided in the applicable agreement.

Data export. On request made at or before termination (or within a reasonable period afterward), we will make your Customer Data records available for export in a reasonable format.

Deletion. Following export or the applicable retention period, we delete or anonymize Customer Data in accordance with our Privacy Policy, subject to records we are required or permitted to retain by law.

The Service, including its software, mobile and web applications, user interfaces, designs, generated document templates, documentation, and the Vigil name, logo, and brand, is owned by us and our licensors and is protected by intellectual-property laws. Except for the limited license granted in Section 3, no rights are granted to you.

If you provide feedback or suggestions, you grant us a perpetual, royalty-free license to use them to improve the Service without obligation to you.

The Service depends on third-party services — for example hosting and infrastructure providers, payment processors such as Stripe, mapping and routing providers, messaging providers, and app-distribution platforms. Third-party services are governed by their own terms, and we are not responsible for their acts or omissions. Where a feature depends on a third-party service, that feature is available only to the extent the third-party service is available.

We work to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable during planned maintenance, updates, or circumstances outside our reasonable control. Unless a separate written service-level agreement applies, the Service is provided on an "as available" basis.

Onboarding and activation. Workspace provisioning, configuration, and go-live occur through the onboarding process described in your Order Form or agreed with our team. Payment does not automatically activate a workspace, and we do not guarantee a specific go-live date unless the applicable agreement states one.

Standard support is provided by email at hello@seevigil.com and through our support page. Support scope may vary by agreement.

Except as expressly stated in these Terms or the applicable Order Form, the Service is provided "as is" and "as available," and we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Without limiting the foregoing, we do not warrant or guarantee:

• uninterrupted or error-free availability of the Service;
• continuous GPS or location coverage — location features depend on device hardware, driver permissions, and network conditions outside our control;
• the accuracy of ETAs or route estimates, which are estimates only;
• any particular delivery, operational, or business outcome;
• your compliance with laws or regulations applicable to your operations, which remains your responsibility (Section 6).

Vigil is a software provider only. Vigil is not a motor carrier, freight broker, freight forwarder, lender, financing company, or payment processor, and does not arrange, perform, or guarantee transportation services.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the amounts you paid to us for the Service in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You will defend, indemnify, and hold harmless Vigil and its affiliates, officers, and personnel from and against third-party claims, damages, and reasonable costs (including reasonable attorneys' fees) arising out of your Customer Data, your transportation operations, your use of the Service in violation of these Terms or applicable law, or your violation of a third party's rights. We will provide reasonable notice of the claim and cooperate in the defense.

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-laws rules, except where the applicable signed agreement specifies otherwise.

Dispute process. Before initiating formal proceedings, the parties will first attempt in good faith to resolve any dispute through their designated contacts within thirty (30) days of written notice of the dispute. Disputes not resolved informally are subject to the exclusive jurisdiction of the state and federal courts located in the State of Georgia, except that either party may seek injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.

We may update these Terms from time to time. We will post the revised Terms on this page and update the "Last updated" date, and for material changes we will provide reasonable notice (for example by email or in-product notice) before they take effect. Changes do not modify a signed Order Form or agreement for its current term except as that agreement allows. Continued use of the Service after changes become effective constitutes acceptance of the updated Terms.

Legal notices to Vigil must be sent to Diamond Welmaker, 2881 Lithia Pl, Lithia Springs, GA 30122, or by email to hello@seevigil.com. Notices to you may be sent to the administrative or billing contacts identified in your Order Form or to your account email, and are effective when sent.