Terms of Service

Acceptance of Terms

By accessing or using the Vergence platform (“Vergence”, the “Service”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you are using Vergence on behalf of an organization, you represent that you have authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use Vergence.

Description of Service

Vergence is a structured capability intelligence platform designed to serve three primary audiences:

• Companies — manage profiles, products, and documentation to showcase capabilities to buyers.
• Venture Capital — discover defense tech companies, manage pipeline, and conduct due diligence.
• Government Acquisition — conduct mission-aligned capability searches with evidence-based discovery and audit trails.

Vergence operates as a software-as-a-service (SaaS) platform. We reserve the right to modify, suspend, or discontinue the Service at any time with reasonable notice.

User Accounts

To access Vergence, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security of your credentials and not share your account with others.
• Notify us immediately of any unauthorized use of your account.
• Accept responsibility for all activity that occurs under your account.

Accounts are provisioned by organizational invitation. Each user is associated with exactly one organization and assigned a role that governs their access level and permitted actions on the platform.

Acceptable Use Policy

You agree to use Vergence only for lawful purposes and in accordance with these Terms. You must not:

• Upload or transmit content that is illegal, fraudulent, defamatory, or that violates any applicable law or regulation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the platform.
• Use automated scripts, bots, crawlers, or scraping tools to extract data from Vergence without prior written authorization.
• Harass, threaten, or harm other users of the platform.
• Attempt to gain unauthorized access to other users' accounts or data.
• Use the platform to send unsolicited commercial communications (spam).
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure.
• Upload malware, viruses, or any other malicious code.

ITAR/EAR Prohibited Content

Users must not upload documents containing ITAR-controlled technical data or EAR-controlled technology without first accepting our Export Control Terms.

The International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR) impose strict controls on the transfer of defense-related and dual-use technical data. By using Vergence, you acknowledge and agree to the following:

• You will not upload documents containing ITAR-controlled technical data (as defined in 22 C.F.R. Parts 120-130) unless you have accepted the Export Control Terms within the platform.
• You will not upload EAR-controlled technology or software (as defined in 15 C.F.R. Parts 730-774) without first accepting the Export Control Terms.
• Export-controlled documents are restricted to authenticated users within your organization and are never made publicly accessible.
• Users are solely responsible for classifying their uploads and ensuring compliance with all applicable export control laws before uploading any document.
• Vergence is not an authorized export-controlled environment for classified or Secret/Top Secret information. Do not upload classified materials.

Vergence reserves the right to suspend access or remove content that we reasonably believe violates export control regulations. Violations may be reported to appropriate government authorities.

Intellectual Property

Your content: You retain ownership of all content you upload to Vergence, including company profiles, product descriptions, and documents. By uploading content, you grant Vergence a limited, non-exclusive license to host, display, and process that content solely to provide the Service.

Our platform: The Vergence platform, including its software, design, trademarks, and documentation, is owned by Northfield Group and protected by applicable intellectual property laws. You may not copy, modify, or distribute the platform or its components without our prior written consent.

Data Processing

Our collection and use of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. For customers subject to the GDPR, a Data Processing Agreement (DPA) is available upon request. Contact privacy@northfieldgroup.us to request a DPA.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERGENCE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR SERVICE INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Termination

Vergence may suspend or terminate your account at any time for violation of these Terms, misuse of the platform, or for operational reasons, with or without notice where permitted by law. You may deactivate your account at any time using Settings > Account Deactivation. Upon termination, your access to the Service ceases immediately. Sections of these Terms that by their nature should survive termination (including intellectual property, limitation of liability, and governing law) shall survive.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of Virginia, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Virginia, United States.

Contact

For legal inquiries, export control questions, or Terms of Service matters, contact us at:

legal@northfieldgroup.us

Northfield Group — Legal & Compliance Team