END-USER LICENSE AGREEMENT GOVERNING
THE USE OF THE ONLINE FILE STORAGE SYSTEM

 
This End-User License Agreement (“EULA") governs access to and use of the Online File Storage System ("OFSS"), sometimes referred to as Virtual StrongBox ("VSB"), VSB websites and services ("Service"). This EULA is between VSB and/or your Service Provider ("Licensor", "we", "us", "our") and each Customer using the Service ("Licensee", "Customer", "you", "your", "yours", “their”), together with any person you permit to access the Service. This EULA covers your and our rights and responsibilities concerning the Service offered to you by the Licensor. Licensor and Licensee shall sometimes also be referred to individually as a "Party" and collectively as the "Parties". The Service permits you to use space provided by the Licensor to electronically store and exchange/share important business and personal digital documents.

BY COMPLETING THE REGISTRATION AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU: (1) ARE 18 YEARS OF AGE OR OLDER; (2) YOU HAVE THE AUTHORITY TO, OR ARE AUTHORIZED TO BIND CUSTOMER TO THE EULA; AND (3) AGREE TO BE BOUND BY THE EULA AND ANY AMENDMENTS TO THE EULA. THE EULA OF THIS SERVICE IS IN ADDITION TO THE TERMS OF YOUR ACCOUNTS WITH LICENSOR INCLUDING THE ACCOUNT AGREEMENTS AND DISCLOSURES, SCHEDULE OF FEES, AND ANY CHANGE IN TERM NOTICES. IN THE EVENT OF A CONFLICT, THIS EULA CONTROLS THE TERMS OF USE OF THE SERVICE.

If the Customer is a corporation, partnership or unincorporated association ("Business") then all provisions hereof shall be applicable to such Business except provisions limited by the context to individuals. If you are using the Service on behalf of a Business, you are agreeing to the EULA for that Business and attesting that you have the authority to bind that Business to the EULA. In that case, "Licensee" "Customer" "you" "your" and "yours" will refer to that Business. Access to and control of said Service by a Business shall be limited to the resolutions and/or authorizations of such Business. If EULA is entered into by a Business the Service shall be held in the name of the Business for exclusive purpose of safeguarding digital assets and property of the Business. Only digital assets and property of the Business should be placed in the Service.

If the Customer herein is a revocable formal trust or irrevocable formal trust ("Trust") then all provisions hereof shall be applicable to such Trust except provisions limited by the context to individuals. Access to and control of the Service by a Trust shall be limited to the Trustees. If this EULA is entered into by a Trust the Service shall be held in the name of the Trust for the sole and exclusive purpose of safeguarding digital assets and property of the Trust. Only digital assets and property of the Trust should be placed in the Service.

Terms of Service
The EULA governs Licensor's rights and Customer's responsibilities with respect to the Service you have been given or rented. You may use the Service only in compliance with the EULA. Licensor is constantly modifying the Service to provide its customers with the best possible experience. The Service may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Service at any time without prior notice to you. We may also stop or suspend the Service if your use is deemed inappropriate according to the terms in the EULA.

Your Information and Privacy
When you place your information, files, and data ("Information") in the Service you retain full ownership of your Information and we do not claim any ownership to any Information in the Service. The EULA does not grant us any rights to your Information except for the limited rights that are needed to provide the Service. We reserve the right to restrict certain file types and sizes that may impact the performance or security of the Service. We need your permission to do certain things you ask us to do with your Information, for example, hosting your Information, sharing Information at your direction and allowing us to redundantly backup Information to keep your Information safe. You give us the permission we need to do those things solely to provide the Service. This permission also extends to trusted third parties we work with to provide the Service. Aside from the rare exceptions we identify in our Privacy Policy, we won't share your Information with others, including law enforcement, for any purpose without your consent unless we are required to provide the Information by applicable law.
You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Service. It's your responsibility to ensure that you comply with the EULA. You agree that you will not use the Service for any illegal purpose.
You acknowledge that Licensor has no obligation to monitor any Information in the Service. We are not responsible for the accuracy, completeness, appropriateness, or legality of Information, Customer posts, or any other content you may be able to access using the Service.

Relationship of the Parties
Except as otherwise expressly provided herein, the relationship of Licensor and the Customer using the Service shall be that of Lessor and Lessee, and the rights and liabilities of Licensor shall be governed accordingly. The Customer shall be deemed to be in possession of their Information. Licensor shall not be liable if the Information belonging to two or more persons having joint access to the Information is the Service is misappropriated by one or more of those having such access. SHARING YOUR LOGIN INFORMATION AND PASSWORD WITH OTHERS CONSTITUTES A JOINT RENTAL (Joint Renters) where each Customer shall have access, and there shall be no liability on the part of Licensor for misappropriation of the Information thereof by any person/entity to whom or which you have provided your login and password. If you believe your login or password have been discovered, lost, stolen or compromised NOTIFY US IMMEDIATELY. In all cases of Joint Renters, each has such interest in the Information held in or accessible by the Service as to entitle the Joint Renter to the possession thereof. No unauthorized access shall be inferable from proof of loss or damage to any contents in the Service. Customer shall have sole access to the Service and exclusive knowledge and control of stored properties. Customer in the event of loss or damage and subsequent suit against Licensor, in addition to other requirements imposed by law, has the burden to prove the nature and value of stored properties, the cause of any loss or damage, and the failure of performance of Licensor's obligations under the EULA.

Agreeing to Electronic Communications
On occasion we may provide you documents, alerts and notifications in an electronic format. The Electronic Signature Act (“E-Sign Act”) applies to all electronic communication between you and us. By completing the registration and using the Service you are agreeing to accept these items in electronic form.

Access to the Service
Access to the Service will require Customer authentication – using your login and password or access directly from an online system that has previously authenticated the Customer. Every person you authorize to view your account by providing your login and password will have access to the Service. Access may be refused if: (1) Licensor reasonably believes that access jeopardizes security; (2) Licensor has been provided information that there are conflicting claims to the  Information; (3) Licensor is required by law to deny access (e.g. court order) to the Service by any Customer(s); (4) rental payment has not been paid within 30 days of its due date at which time, Licensor will be entitled to exercise the rights provided by the EULA and by law, which may include disposal of your Information; or (5) if your use of the Service is deemed inappropriate according to the terms in the EULA.

Rental Payment (If applicable)
Customer agrees to pay, annually and in advance, the rental fee in effect at the time of renewal pursuant to the fee schedule and fees shall continue to accrue and be payable up to the time that the Service is closed. If Customer fails to pay any rent or other charges when due, or fails or refuses to remove their Information on termination of the Service, Licensor may: (1) deduct rent and other charges from any account(s) the Customer(s) have with Licensor as permitted by law (not including Individual Retirement Accounts) and/or (2) on sixty (60) days emailed notice to each Customer (at the last email address you provided to Licensor), forcibly delete your files in the Service.

Sharing Your Information
The Service provides features that allow you to share your Information with others or to make it public. Please consider carefully what Information you choose to share or make public. Licensor has no responsibility for your decisions. Information in the Service may be protected by the intellectual property rights of others. Do not copy, upload, download, or share files unless you have the right to do so. You, the Customer, not the Licensor, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Service. Licensor reserves the right to restrict the storage of certain Information that may impact the intellectual property rights of others.

Customer Responsibilities
You understand and agree you may not use the Service for the deposit of any illegal or stolen documents, pornographic materials, spyware or any other malicious software. If Licensor has reason to believe that the Customer has stored or permitted to be stored any of the aforesaid items, or other similar items reasonably prohibited, Licensor shall immediately terminate Customer's rights to the Service, and Licensor shall have the right, without prior notice to the Customer, to remove the contents.
You, and not Licensor, are responsible for maintaining the Information in the Service, ensuring there are additional copies of the Information elsewhere and protecting all your Information. Licensor will not be liable for any loss or corruption of your Information, or for any costs or expenses associated with backing up or restoring any of your Information.
If your contact information or other information related to your account changes, you must notify us promptly and keep your information current. The Service is not intended for use by you if you are under 18 years of age. By agreeing to the EULA, you are representing to us that you are over 18.

Limitation of Liability
LICENSOR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OF LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, ORDINARY NEGLIGENCE DAMAGES ON ITS PART IN PERFORMANCE OF THE SERVICE AND SHALL NOT BE RESPONSIBLE FOR LOSS OF, OR DAMAGE TO SAID CONTENTS, OR ANY PART THEREOF, CAUSED BY BURGLARY, THEFT, EMBEZZLEMENT OR ANY OTHER CAUSE WHATSOEVER, THE RISK OF SUCH LOSS OR DAMAGE BEING EXPRESSLY ASSUMED BY CUSTOMER. IN NO EVENT WILL LICENSOR BE RESPONSIBLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS). IN THE EVENT OF ANY LOSS OF DATA THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT BE MORE THAN THE AMOUNTS PAID BY YOU TO LICENSOR FOR THE PAST THREE MONTHS OF THE SERVICE IN QUESTION.
CUSTOMER ACKNOWLEDGES THAT LICENSOR, NOR ANY THIRD PARTY THAT PROVIDES THE SERVICE TO YOU, INSURES THE CONTENTS OF THE SERVICE.

Account Security
Licensor encrypts your Information while in the Service using industry best practices and patented encryption. Licensor provides optional security PIN Codes and expiration date features on links that are generated when creating links that share or exchange your Information, which Customers are encouraged to use. All transmission of Information to and from the Service must be over a secure encrypted communication connection. Upon registration, your account will be issued a unique electronic key that will allow your Information to be opened. The unique electronic key given to you is protected by your login and password. You are responsible for safeguarding the login information and password that you use to access the Service, and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Licensor of any unauthorized use of your account via the contact information on our website.

Compliance with Laws
Customer agrees to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with their access and/or use of the Service. Customer shall comply with all legal duties applicable to Customer as an Information controller by virtue of Customer submitting Information to or storing Information within the Service. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and Information protection law to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required by such laws.

Service Updates
Licensor hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Service. Your license to use the Service is automatically revoked if you violate the EULA in a manner that encroaches on our intellectual property rights. You must not reverse engineer or decompile the Service, nor attempt to do so, nor assist anyone else to do so. Licensor may update the Service automatically when a new version is available. Continued use of the Service after each update indicates your acceptance of any new or cancelled features and changes to the EULA.

Property Rights
The EULA does not grant you any right, title, or interest in the Service except as expressly stated in the EULA. The software and other technology we use to provide the Service are protected by copyright, trademark, and other laws of both the United States, Canada and foreign countries. We hereby reserve all rights not expressly granted in the EULA. The EULA does not grant you any rights to use our trademarks, logos, domain names, or other brand features.

Acceptable Use Policy
You will not, and will not attempt to, misuse the Service, and will use the Service only in a manner consistent with the Licensor EULA.

Copyrights
Licensor will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported to Licensor via the contact information on our website. We reserve the right to immediately delete or disable content alleged to be infringing and to terminate repeat infringers.

Export Restrictions
Licensor globally controls and operates the Service from its locations in the United States using servers in the U.S. As a U.S. company, Licensor and its Services are subject to the U.S. economic sanctions and export control laws and regulations. Licensor makes no representation that the Service is appropriate or available for use in other locations. By using the Service outside of the U.S., you agree that you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of the U.S. and other countries. You further agree that no information or Information acquired through the use of the Service, is or will be acquired for, shipped, transferred, exported or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons or missile projects, unless specifically authorized by the U.S. Government for such purposes. You further acknowledge that Information may be stored on or routed through servers located outside the United States. You shall comply strictly with all U.S. export control and economic sanctions laws and regulations (including, without limitation, the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations and regulations administered by the Department of the Treasury's Office of Foreign Assets Control) applicable to transfers of such Information, and assume sole responsibility for obtaining licenses to export or re-export as may be required. Licensor shall have no liability for your failure to comply with such laws, regulations, licenses or other authorizations in relation to the Service and/or the Information. Notwithstanding any other provision in the EULA, Licensor shall have the right to terminate this EULA immediately upon the determination by Licensor that Customer is not in compliance with US export laws or violates any government privacy and/or Information protection laws.

Canadian Users
 
Licensor controls and operates the Service in Canada from its locations in the United States using servers located in the Canadian Territories. Information stored in the Service resides at all times within those Canadian Territories.

Privacy, as applicable for the Services located on servers in Canada, shall comply with Canadian Privacy Laws.  Where Customer transfers Personal Information to the Service, Licensor shall use the Information only as required to perform its obligations hereunder; limit access to the Information to those within its organization who need it to perform Licensor’s obligations; not disclose the Information to any third party, except as necessary to perform the Services, as instructed by Customer, and comply with Customer’s instructions regarding the destruction of the Information or the return of the Information to Customer.
  • Personal Information” means any information that is about an individual who is identifiable by a Party using the information alone or in combination with any other information available to that Party, or that is otherwise subject to any Privacy Law;
 
  • Privacy Laws” means all applicable federal, provincial, state, municipal or other applicable statutes, laws, orders or regulations of any governmental authority in any jurisdiction governing the Handling of Information about an identifiable individual, including the Personal Information and Protection of Electronic Documents Act (Canada) and equivalent provincial legislation to the extent applicable.

European Users

Users in the European Union understand and consent to the stored  of Personal Information in the United States and that the Information is not subject to the EU General Data Protection Regulation (GDPR).

Third-Party Information
The Service may contain links to third-party websites or resources. Licensor does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.

Termination/Suspension of Service
We reserve the right to suspend or terminate your use and access to the Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with the EULA, or use the Service in any way that would cause us legal liability or disrupt others' use of the Service. If we suspend or terminate your use of the Service, we will inform you of our actions to the extent required by applicable law. However, in some cases (for example but not limited to, repeatedly or flagrantly violating the EULA, breach of security, a court order, or danger to other users) we may, in our sole discretion, suspend your access immediately without notice.

Indemnification
You agree to indemnify, defend and hold harmless, Licensor, its parents, its affiliates and their respective officers, directors, employees, attorneys, representatives, licensors, third party providers and agents, from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including any Information) or breach of the EULA.

Warranty and Representations
THE SERVICE IS PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. LICENSOR DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR INFORMATION, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LICENSOR. LICENSOR WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OR CORRUPTION OF INFORMATION, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE.

Modifications
Licensor may revise the EULA from time to time and the most current version will be posted in the online profile section of the Service. If a revision, in our sole discretion, is material we will notify you via email to the email address associated with your account. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised EULA. If you do not agree to the new terms, simply stop using the Service.

Governing Law and Choice of Forum and Jurisdiction
Notwithstanding the place where this EULA may be entered into, the Licensee (User) expressly agrees that this EULA and any services provided pursuant hereto, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as now adopted or as may hereafter be adopted or amended, including any laws and statutes governing fiduciaries' or non-account holders' access to digital data, digital assets, digital accounts and/or digital information. The parties hereto hereby irrevocably submit to the jurisdiction and venue of any state or federal court in the State of Delaware in any action or proceeding arising out of, or relating to this EULA.

Privacy Policy and Access to Digital Accounts and Digital Assets Policy
Licensor’s Privacy Policy and Access to Digital Accounts and Digital Assets Policy are hereby incorporated by reference into this EULA and the Licensee hereby acknowledges that Licensee has read Licensor's Privacy Policy and Access to Digital Accounts and Digital Assets Policy and hereby agrees to be bound thereby. Licensor's Privacy Policy and Access to Digital Accounts and Digital Assets Policy are set forth and can be accessed in the Service

Miscellaneous Legal Terms
The EULA of this Service bind the heirs, legal representatives, and successors of Customer and, unless expressly otherwise provided, shall apply to and govern all renewals or extensions of this Service. This Service shall be subject to such rules and regulations and such changes, including increase in the Annual Rate as may be adopted by Licensor from time to time. Amendments to the EULA and current fees will be provided as required by federal law.
The EULA constitutes the entire and exclusive agreement between you and Licensor with respect to the Service, and supersedes and replaces any other agreements, terms and conditions applicable to the Service. The EULA creates no third-party beneficiary rights. Licensor's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the EULA will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in the EULA, and any such attempt is void, but Licensor may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.
Neither party will be responsible for any delay, interruption or other failure to perform under this EULA due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
Licensor may provide Customer with notices and alerts via e-mail, text message and/or postings in the Service.
The failure of a party in any one or more instance(s) to insist upon strict performance of any of the EULA will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of the EULA is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this EULA, and the other provisions shall remain in full force and effect. In this case, the parties agree to comply with the remaining terms of this EULA in a manner consistent with the original intent of the EULA.
 
By selecting "Accept" and clicking "Submit" I consent to receive the EULA and any updates in electronic format and agree to the EULA of the Service and to any amendment the Licensor makes from time to time which are incorporated herein.