Terms of Service
VD Custodian™ Monitoring Software
1. Agreement to Terms
By downloading, installing, accessing, or using VD Custodian™ software, services, websites, browser extensions, APIs, or any related products or functionality (collectively, the "Service"), you ("You," "Your," or "User") acknowledge and agree that you have read, understood, and agree to be bound by the terms and conditions set forth in this Terms of Service agreement ("Agreement"). If you do not agree to all of the terms and conditions contained in this Agreement, you must immediately cease all access to and use of the Service. Your continued use of the Service following any modification to this Agreement constitutes your acceptance of such modifications.
This Agreement constitutes a legally binding contract between you and VD Custodian ("Company," "we," "our," or "us"). You represent and warrant that you have the legal capacity and authority to enter into this Agreement. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement.
2. Description of Service
VD Custodian provides a cloud-based monitoring software platform that enables organizations to monitor, analyze, and manage workforce productivity, security compliance, and operational activities across computing devices and digital environments. The Service may include, without limitation, desktop monitoring agents, browser extensions, web-based dashboards, analytics tools, reporting features, and related documentation. The specific features, functionality, tools, and capabilities available to you may vary depending on your subscription plan and are subject to change at any time at our sole and absolute discretion without prior notice.
We reserve the right to modify, suspend, discontinue, or restrict access to any part of the Service, temporarily or permanently, at any time and for any reason, with or without notice. We shall not be liable to you or to any third party for any modification, suspension, discontinuation, or restriction of the Service.
3. License Grant
Subject to the terms and conditions of this Agreement and your continued compliance herewith, VD Custodian grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes as expressly permitted under this Agreement. This license does not include any right of reproduction, distribution, modification, public display, or creation of derivative works based on the Service. The term "Service" shall include any changes, enhancements, updates, modifications, patches, bug fixes, or other improvements delivered to you by VD Custodian, all of which are provided at our sole discretion.
We reserve all rights not expressly granted to you in this Agreement. The Service is licensed, not sold, and VD Custodian retains all right, title, and interest in and to the Service, including all related intellectual property rights.
4. Your Use of Service
As part of the monitoring services provided by VD Custodian, the Company may make available for download a software agent designed to be installed on the computing devices of your employees, contractors, and workforce members whom you intend to monitor using the Service. This software shall be deployed exclusively on devices within your organizational control and used solely for the purpose of collecting monitoring data, performance metrics, and security information as part of your legitimate business operations.
You are solely and exclusively responsible for ensuring that your deployment, configuration, and use of the Service complies with all applicable laws, regulations, ordinances, and industry standards governing employee monitoring, data privacy, workplace surveillance, and data protection in every jurisdiction in which you operate. This includes, without limitation, obtaining all necessary employee consents, providing appropriate notice of monitoring activities, maintaining compliance with data protection regulations, and ensuring that your use of the Service does not violate any applicable employment laws or regulations. VD Custodian assumes no responsibility whatsoever for your compliance or non-compliance with any such laws, regulations, or requirements.
5. Permitted Use
You are authorized to use the Service solely for the following legitimate business purposes within your organization:
The monitoring of employee workstations, servers, and computing infrastructure within your organizational network for the purpose of ensuring productivity, security, and compliance with established corporate policies and procedures. This includes the collection and analysis of system performance data, user activity patterns, application usage statistics, and network traffic information necessary for operational oversight and security management.
The generation of reports, analytics, and business intelligence derived from monitoring data to support management decision-making, performance evaluation, resource allocation, and strategic planning initiatives.
The implementation and enforcement of organizational security policies through monitoring of system access, data transfers, application usage, and user behavior to detect potential security threats, policy violations, or unauthorized activities.
6. Restrictions
You expressly acknowledge, understand, and agree that you may NOT, and you shall not permit any third party to:
- Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, or structure of the Service or any component thereof
- Remove, alter, obscure, or modify any proprietary notices, labels, trademarks, or markings on or within the Service
- Use the Service for illegal surveillance, unauthorized monitoring, privacy violations, or any purpose that violates applicable law
- Redistribute, sublicense, rent, lease, lend, sell, resell, or otherwise transfer the Service or access thereto to any third party
- Use the Service beyond the scope of your purchased subscription plan or license tier
- Attempt to gain unauthorized access to any systems, networks, or data associated with the Service
- Introduce any viruses, malware, or other harmful code into the Service or its infrastructure
- Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service
7. Data Privacy and Security
You are solely and exclusively responsible for ensuring that your use of the Service complies with all applicable data protection laws, regulations, and standards, including without limitation any applicable provisions of the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other local, state, national, or international privacy laws and regulations. You must obtain all appropriate consents from employees, end users, and any other individuals before monitoring their activities using the Service. VD Custodian shall not be held liable or responsible in any manner for your failure to obtain such consents or to comply with any applicable data protection laws or regulations.
You acknowledge and agree that you are the data controller with respect to any personal data collected through your use of the Service, and that VD Custodian acts solely as a data processor on your behalf. As the data controller, you bear full and exclusive responsibility for determining the purposes and means of processing personal data and for ensuring compliance with all applicable data protection obligations.
8. Intellectual Property
The Service, including without limitation all software, code, algorithms, designs, graphics, user interfaces, text, images, documentation, trademarks, service marks, logos, trade names, and all related intellectual property rights, are and shall remain the sole and exclusive property of VD Custodian and its licensors. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other intellectual property rights in respect to the Service, whether by implication, estoppel, or otherwise, except for the limited license expressly granted herein.
9. No Service Level Agreement; Availability
THE SERVICE IS PROVIDED WITHOUT ANY SERVICE LEVEL AGREEMENT, UPTIME GUARANTEE, AVAILABILITY COMMITMENT, OR PERFORMANCE WARRANTY OF ANY KIND WHATSOEVER. VD CUSTODIAN DOES NOT GUARANTEE, WARRANT, OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, RELIABILITY, TIMELINESS, CONTINUITY, PERFORMANCE, SPEED, OR UNINTERRUPTED OPERATION OF THE SERVICE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, INTERRUPTIONS, OUTAGES, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET-BASED AND CLOUD-BASED SERVICES AND ELECTRONIC COMMUNICATIONS. VD CUSTODIAN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, INTERRUPTIONS, SERVICE DISRUPTIONS, DATA LOSS, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU ACKNOWLEDGE AND AGREE THAT VD CUSTODIAN MAY PERFORM SCHEDULED OR UNSCHEDULED MAINTENANCE, UPDATES, UPGRADES, OR MODIFICATIONS TO THE SERVICE AT ANY TIME, WHICH MAY RESULT IN TEMPORARY SERVICE INTERRUPTIONS OR REDUCED FUNCTIONALITY. VD CUSTODIAN SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY SUCH INTERRUPTIONS OR REDUCED FUNCTIONALITY.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VD CUSTODIAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, COMPATIBILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, VD CUSTODIAN MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS OR INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; (D) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS, DEFECTS, OR VULNERABILITIES IN THE SERVICE WILL BE CORRECTED; (F) THE SERVICE WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; OR (G) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VD CUSTODIAN OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VD CUSTODIAN, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF VD CUSTODIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF VD CUSTODIAN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO VD CUSTODIAN DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO LIABILITY OCCURRED. IF YOU HAVE NOT PAID ANY FEES TO VD CUSTODIAN, VD CUSTODIAN'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TEN UNITED STATES DOLLARS (USD $10.00).
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF VD CUSTODIAN SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification
You agree to indemnify, defend, and hold harmless VD Custodian, its officers, directors, employees, agents, affiliates, successors, assigns, licensors, service providers, contractors, and suppliers from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, and expert witness fees) arising out of or relating to: (a) your access to or use of the Service; (b) your violation or alleged violation of this Agreement; (c) your violation or alleged violation of any applicable law, regulation, or third-party right; (d) any data, content, or information you submit, post, transmit, or make available through the Service; (e) your deployment of the monitoring software on any devices; (f) your failure to obtain necessary consents or provide required notices related to monitoring activities; or (g) any claim that your use of the Service caused damage to a third party.
VD Custodian reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such matter without the prior written consent of VD Custodian.
13. Force Majeure
VD Custodian shall not be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause that is beyond our reasonable control, including without limitation: acts of God; natural disasters; fire; flood; earthquake; pandemic; epidemic; war; terrorism; civil unrest; government actions, sanctions, or embargoes; changes in applicable laws or regulations; labor disputes or shortages; interruptions in telecommunications, internet, or hosting infrastructure; power outages; cyberattacks, distributed denial of service attacks, or other security incidents affecting third-party infrastructure; failures or delays of our third-party service providers, hosting providers, cloud computing platforms, or other technology vendors; hardware or software failures; supply chain disruptions; or any other events or circumstances beyond our reasonable control (each, a "Force Majeure Event"). In the event of a Force Majeure Event, our obligations under this Agreement shall be suspended for the duration of such event without liability to you.
14. Third-Party Services and Infrastructure
The Service may rely on, integrate with, or be hosted by third-party service providers, cloud computing platforms, infrastructure providers, and other technology vendors. VD Custodian makes no representations, warranties, or guarantees regarding the availability, reliability, security, or performance of any third-party services, platforms, or infrastructure. VD Custodian shall not be liable for any loss, damage, cost, or expense arising from or related to the actions, omissions, failures, outages, or performance of any third-party service provider, platform, or infrastructure upon which the Service depends. VD Custodian reserves the right to change, replace, or modify its third-party service providers, hosting platforms, and infrastructure at any time without prior notice to you.
15. Termination
This Agreement is effective until terminated. You may terminate this Agreement at any time by ceasing all use of the Service and uninstalling any software components. VD Custodian may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any term or condition of this Agreement. Upon termination, your right to use the Service shall immediately cease, and you must destroy all copies of any software, documentation, or materials obtained through the Service. Sections 7 through 14 and any other provisions that by their nature should survive termination shall survive any termination or expiration of this Agreement.
Upon termination, VD Custodian may, in its sole discretion, delete your account and all associated data, including monitoring data, reports, and configurations, without any obligation to provide you with prior notice or an opportunity to export such data. VD Custodian shall not be liable to you or any third party for any termination of your access to the Service or deletion of your data.
16. Governing Law and Dispute Resolution
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. You irrevocably agree that the state and federal courts located in the State of Delaware shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, and you hereby consent to the personal jurisdiction and venue of such courts and waive any objection thereto.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST VD CUSTODIAN.
17. Updates and Modifications
We reserve the right to update, revise, or modify this Agreement at any time and at our sole discretion. Changes will be effective immediately upon posting the updated Agreement on our website or within the Service. It is your responsibility to review this Agreement periodically for changes. Your continued use of the Service after any such changes are posted constitutes your acceptance of and agreement to the modified terms. If you do not agree to any modified terms, your sole and exclusive remedy is to discontinue your use of the Service.
18. Miscellaneous
Entire Agreement: This Agreement constitutes the entire agreement between you and VD Custodian with respect to the Service and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding the Service.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
Waiver: The failure of VD Custodian to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by VD Custodian.
Assignment: You may not assign or transfer this Agreement, by operation of law or otherwise, without VD Custodian's prior written consent. VD Custodian may assign or transfer this Agreement, in whole or in part, without restriction and without your consent.
No Third-Party Beneficiaries: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
19. Contact Information
For questions about this Agreement or the Service, contact: