END-USER LICENSE AND TERMS OF SERVICE AGREEMENT

 
This End-User License and Terms of Service Agreement ("TOS," "EULA") governs access to and use of the Digital Vault Storage System ("System"), sometimes referred to as the Virtual StrongBox ("VSB") platform and its services ("Service"). The Service permits you to use space provided by the Licensor to electronically store and exchange/share important business and personal digital documents. This TOS is between VSB ("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 TOS covers your and our rights and responsibilities concerning the Service the Licensor offers. Licensor and Licensee shall sometimes be referred to individually as a "Party" and collectively as the "Parties."

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 THE CUSTOMER TO THE TOS; AND (3) AGREE TO BE BOUND BY THE TOS AND ANY AMENDMENTS TO THE TOS.  IN THE EVENT OF A CONFLICT, THIS TOS CONTROLS THE SERVICE USE.

The TOS governs Licensor's rights and the Customer's responsibilities concerning the Service you have been given or rented. You may use the Service only in compliance with the TOS. Licensor constantly modifies 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 without your notice. We may suspend the Service if your use is deemed inappropriate according to the terms in the TOS.

Your Information and Privacy

You retain full ownership when you place your Information, files, and data ("Information") in the Service. We do not claim any ownership of any Information in the Service. The TOS does not grant us any rights to your Information except for the limited rights 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 back up Information to keep your Information safe. You permit us to do those things solely 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 agree that you will not use the Service for any illegal purpose. 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 TOS.

Access to the Service

Access to the Service will require Customer authentication – using your login and password, security token 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 TOS 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 TOS.


Hardware and Software Requirements.


To receive electronic Communications, you must have access to the following:

    • a currently supported version of Edge, Chrome, Safari or Firefox,
    • a connection to the Internet,
    • a currently supported version of a program that accurately reads and displays PDF files, and
    • a computer and an operating system capable of supporting all of the above.

We reserve the right to discontinue support of a currently supported version of a browser or software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with internet banking services.

Agreeing to Electronic Communications

The Electronic Signature Act ("E-Sign Act") applies to all electronic communication between you and us. We may provide documents, alerts, marketing and educational emails and notifications electronically. By completing the registration and using the Service, you agree to accept these items electronically.


Sharing your login information and password with others

By sharing your login credentials, you create a joint rental. A joint rental means that each Customer shall have access, and there shall be no liability on the part of the Licensor for misappropriation of the Information thereof by any person/entity to whom or to which you have provided your login and password. Joint Renters have an interest in the Information held in 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. The 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 TOS.

Sharing Your Information

The Service provides features that allow you to share your Information with others or to make it public. Please consider what Information you choose to share or make public. Licensor has no responsibility for your decisions.  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.

Customer Responsibilities

You understand and agree you may not use the Service to deposit any illegal or stolen documents, pornographic materials, spyware, or malicious software. If Licensor has reason to believe that the Customer has stored or permitted to be stored any of the items mentioned above or other similar items reasonably prohibited, Licensor shall immediately terminate the Customer's rights to the Service, and Licensor shall have the right, without prior notice to the Customer, to remove the Information. You, and not Licensor, are responsible for maintaining the Information in the Service, ensuring additional copies 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.

Limitation of Liability

THE CUSTOMER ACKNOWLEDGES THAT LICENSOR, NOR ANY THIRD PARTY THAT PROVIDES THE SERVICE TO YOU, INSURES THE CONTENTS OF THE SERVICE. LICENSOR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSOR'S SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR ORDINARY NEGLIGENCE DAMAGES ON ITS PART IN THE PERFORMANCE OF THE SERVICE. IT 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 THE CUSTOMER. IN NO EVENT WILL THE 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 THE LICENSOR FOR THE PAST THREE MONTHS OF THE SERVICE IN QUESTION. 

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 ShareLinks that are generated. When creating ShareLinks that share or exchange your Information, the Customer is encouraged to use PIN Codes and expiration date features. 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 to open your Information. Your login and password protect the unique electronic key given to you. You are responsible for safeguarding the login information and password 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 concerning their access and use of the Service. Customer shall comply with all legal duties applicable to Customer as an Information controller by Customer submitting Information to or storing Information within the Service. Specifically, Customer shall provide the relevant persons and 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 participants as required by such laws.

Service Updates

Licensor 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 TOS in a manner that infringes 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 service use after each update indicates your acceptance of any new or canceled features and changes to the TOS.

Property Rights

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

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 or notice. For example, we may suspend or terminate your use if you are not complying with the TOS 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 applicable law requires. However, in some cases (for example, but not limited to, repeatedly or flagrantly violating the TOS, 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 the Licensor, its parents, its affiliates and their respective officers, directors, employees, attorneys, representatives, licensors, third-party providers and agents from and against 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 TOS.

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 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.

Governing Law and Choice of Forum and Jurisdiction

The Licensee (User) agrees that this TOS and any services provided under it shall be governed by and construed, and enforced under the laws of the State of Delaware, including any laws and statutes governing fiduciaries' or non-account holders' access to digital data, digital assets, digital accounts and digital Information. The parties irrevocably submit to the jurisdiction and venue of any state or federal court in the State of Delaware in any action or proceeding arising from or relating to this TOS.

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 incorporated by reference into this TOS. 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 TOS binds 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. Amendments to the TOS and current fees will be provided as federal law requires. This Service shall be subject to such rules and regulations and such changes, including an increase in the Annual Rate as may be adopted by Licensor from time to time.

The TOS constitutes the entire and exclusive agreement between you and Licensor concerning the Service and supersedes and replaces any other agreements, terms and conditions applicable to the Service. You may not assign any of your rights in the TOS; any such attempt is void. Licensor may assign its rights to any affiliates, subsidiaries, or successor in the interest of any business associated with the Service. The TOS 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 TOS will remain in full effect, and an enforceable term will be substituted, reflecting our intent as closely as possible.


Neither party will be responsible for any delay, interruption or other failures to perform under this TOS 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.

The failure of a party in any one or more instance(s) to insist upon strict performance of any of the TOS 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 TOS is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this TOS, 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 TOS in a manner consistent with the original intent of the TOS.

By selecting "Accept" and clicking "Submit," I consent to receive the TOS and any updates in electronic format and agree to the TOS of the Service and any amendment, the Licensor makes from time to time.