Terms of Service

These Terms and Conditions (“Terms and Conditions”, “Agreement”) are binding on and apply to customers (“Customer”, “you”, “your”) using the Services of VaultIT Inc. o/a Vaultt, its parent company, subsidiaries or its Affiliates (“Vaultt”, “us”, “we”), from the time that Vaultt provides you with access to the Services. By Registering for our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with any and all policies incorporated by reference, such as our Privacy Policy and End User License Agreement.

Please note that these Terms and Conditions were updated on January 23, 2020, and that the updated terms will apply to the Services upon any renewal, upgrade, or additional service purchase made after January 23, 2020.

  1. Definitions.
    “Account” means the account created through the Vaultt Application and used by either Customer (“Customer Account”) or Users (“User Account”) as part of and to access the Services provided by Vaultt.

“Affiliate” means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common control with the subject entity.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the parties.

“Customer” means the individual who registers for an Account, agrees to a Subscription Plan of Vaultt, or uses the Services. For the purposes of these Terms and Conditions, Customer will be the person who is authorized to add corresponding User Accounts in connection with the Service.

“Customer Data” means all electronic data or information (i) uploaded by the Customer or Users in the process of using the Services; (ii) created as a result of additional inputs by the Customer’s Users in the process of using the Services; and/or (iii) generated by the Services in the form of output data (i.e. reports, calendar events) received by the Customer (but does not mean output formats, layouts or features that are intrinsic to the Services). For greater clarity, Customer Data may comprise of sensitive information including medical information, financial information, geolocation, information about Minors, and other personal information uploaded by Customer or Users through the Vaultt Application.

“EULA” means the End-User License Agreement, if applicable, which governs the use of the Vaultt Application by any Users;

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, Personal Data does not include information that is anonymized or aggregated.

“Register” means the point at which the Customer creates an Account through the Vaultt Application.

“Services” shall have the meaning ascribed to it under Section 2.1.

“Subscription Plan” means one of the payment plans under which Vaultt provides Customer the Services, available through the Google or Apple app stores.

“Subscription Term” means the period set out under a particular Subscription Plan.

“Support Services” means the support, maintenance and training services provided or to be provided by the Vaultt, or a third-party service provider engaged by Vaultt, to the Customer.

“Vaultt Application” means the application that will be installed on Customer assets or devices for the purpose of providing Customer the Services;

“Vaultt Technology” means the technology and intellectual property used in providing the products and services offered by Vaultt, including computer software, programs, connectors, websites, networks, and equipment. Vaultt Technology does not include third-party applications or other software programs and technology provided or made available to Customer by third parties.

“Term” means the period from the effective date of the first Subscription Term for the first Service purchased, to the date of termination or expiration of the final Subscription Term.

“Users” means any person authorized by Customer to create and use a Vaultt User Account affiliated with Customer Account.

“Vaultt” means Vaultt Inc., its employees, contractors, agents, Affiliates, and any other individual authorized by Vaultt dealing in the matters under these Terms and Conditions.

“Website” means the website owned and operated by Vaultt at https://www.vaultt.com.

  1. Service.

2.1 Description of Service. Vaultt provides access to a secure information management platform on a subscription basis for users to organize personal files, documents, events, and information using the Vaultt Application, powered by the Vaultt Technology and other Vaultt proprietary technology (“Services”). Vaultt grants the Customer a non-exclusive, non-transferable, worldwide right to access and use the Vaultt Application and Services during the Term, solely for Customer’s personal, household and family purposes. Any new features or tools which are added to the current Services shall also be subject to these Terms and Conditions. Vaultt reserves all other rights. Customer shall not use any Services that are not set forth in their Subscription Plan they have Registered for through their Customer Account and accepted by Vaultt, except as otherwise provided in these Terms and Conditions.

2.2 Trial. During the first Subscription Term only, Customer may immediately terminate Customer’s subscription to any Service by sending an email to info@vaultt.com within 14 days of the effective date of the first Subscription Term through the app store. If Customer exercises Customer’s termination rights under this Section, then Vaultt shall refund Customer the fees Customer paid to Vaultt for the terminated Services.

2.3 Provision of Service. Vaultt shall make the Service available to the Customer and its designated Users during the Term. Customer may subscribe for Services for the number of Users affiliated with Customer Account through Customer Account by selecting and a Subscription Plan. Customer agrees that its purchase of a Subscription Plan is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Vaultt with respect to future functionality or features. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality and that the Services do not include any audit support. 

2.4 Vaultt Technology and Application. Customer may download or shall ensure that Customer and it’s User(s) (as applicable) download the Vaultt Application through a third-party application store prior to Services being provided to Customer. Vaultt Technology (including any third-party support software) and Vaultt Application is owned by Vaultt or applicable third-party licensors and suppliers and is subject to the terms of the EULA, which forms part of these Terms and Conditions.

2.5 Beta Services. From time to time, Vaultt may offer certain Customers test versions of a new Service, functionality, or feature of an existing Service (“Beta Service”) for evaluation by you and Users. Customer is not charged any additional fee to use Beta Service If you use a Beta Service, you accept and acknowledge that: (a) the Beta Service is a pre-release version that is still under development and may not work as it is intended, or at all; the Beta Service might not be reliable and the results of the Beta Service may not be accurate; and, your use of the Beta Service might present risks of operational failure; (b) the Beta Service is intended for testing and evaluation only and is provided on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis; (c) Vaultt reserves the right to change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service; (d) any commercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems; (e) Vaultt is not obligated to provide you with customer support for the Beta Service; and (f) any and all information you obtain regarding the Beta Service is confidential and you may not disclose that information to any other person or entity, or use that information for any purpose other than providing feedback to us.

  1. Account.

3.1 Customer Account. Vaultt shall enable a Customer Account for Customer to access the Services. Vaultt shall allow Customer to create usernames and passwords for Customer Account. The customer must Register for a Customer Account by providing a first name, last name, phone number, and valid email address, and any other information required by Vaultt. Vaultt may, in its sole and absolute discretion, reject any application for an Account for any reason, and Vaultt reserves the right to refuse service to anyone for any reason at any time. Customers may add other Users whose User Accounts are affiliated with Customer’s Account and paid for under Customer’s Subscription Plan. The customer is solely responsible for maintaining the status of its Users.

Customer and its Users shall maintain the confidentiality of all usernames, passwords, access, and account information (“Customer Login”) under their control. Except to the extent caused by Vaultt’s breach of this Agreement, including its obligations under Section 8 (Confidentiality), Vaultt is not responsible for unauthorized access to any Account. In the event a Customer or User loses their Account password or Customer Login, Vaultt may provide a recovery kit or other method through which, a User or Customer with access to the same Vaultt may reset the password for the Customer or User (“Recovery Kit”). You acknowledge that if you lose your Customer Login or lose the ability to access your Account, or User Account as applicable, other than providing the Recovery Kit, Vaultt may not have the technical ability to recover your Account or User Account, as applicable, or recover the Customer Data uploaded thereto, due to the highly-secured nature of the Vaultt Application. Customer its Users are responsible for ensuring the security of their devices, computers and phones. Vaultt encrypts all data, but data is available to Customer and its Users once decrypted on the User’s device. The User needs to take appropriate precautions to ensure their devices are up to-date and have installed and are using appropriate anti-malware/endpoint protection software.

Customer shall contact Vaultt promptly if (i) the Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to Customer Login or Vaultt’s Services that may have occurred or is reasonably likely to occur. Vaultt will not be liable for any loss, damage, or claims, whether instigated by Customer or otherwise, directly or indirectly resulting from your failure to maintain the security of Customer Login, Customer Account, or User Account(s). Customer is solely responsible and liable for the acts, omissions and defaults arising from its Users’ use of User Accounts in the performance of obligations under these Terms and Conditions as if they were Customer’s own acts, omissions, or defaults.

3.2 Customer Account Requirements. To Register for a Customer Account and receive a Customer Login, you must (i) have attained the age of majority in your jurisdiction where you reside, and (ii) confirm that you are using the Services for personal, household, or family purposes.

Persons under the age of majority in their jurisdiction or who are less than 13 years of age (“Minor”) may create and use User Account(s) provided that Customer has obtained any necessary consent or authority for the Minor to provide their Personal Data to Vaultt under these Terms and Conditions. When creating a User Account for a Minor, the Customer may designate whether the User Account is for a Minor. Customer will be responsible and liable for any activities in connection with the Minor’s use of the Vaultt Application. If Customer is a Minor and has Registered for Services and created a Customer Account, the Minor must send to Vaultt a copy of their parent or guardian’s written consent to Register to use Vaultt Services and Application, representing and warranting to Vaultt that the Minor used Vaultt Services and Application with written consent from their parent or guardian.

3.3 Communication. You acknowledge that Vaultt may use the Personal Data you provide to Vaultt at the time of registration or as updated by you from time to time to communicate with you on matters related to the Vaultt Application and Services, and for other purposes as set out in Vaultt’s Privacy Policy.

  1. Use of the Service.

4.1 Vaultt Responsibilities. Vaultt shall: (i) maintain the integrity of the Service; (ii) provide certain Support Services to Customer and Users, at no additional charge; and (iii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime (of which Vaultt shall give at least 8 hours’ notice via the Service and which Vaultt shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. EST Friday to 3:00 a.m. EST Monday); or (b) any unavailability caused by circumstances beyond Vaultt’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, security breaches, strikes or other labor problems (other than those involving Vaultt employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not with-in Vaultt’s possession or reasonable control, and denial of service attacks.

4.2 Customer Responsibilities. The customer is responsible for all activities that occur in User Accounts and for Users’ compliance with these Terms and Conditions. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use the Service in compliance with the Use Guidelines described in Section 4.3; (iii) use reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Vaultt promptly of any such unauthorized access or use, including any such improper or unauthorized use by Users; (iv) accept and abide by the terms of the EULA and/or ensure that Users affiliated with Customer Account accept and abide by the terms of the EULA (where applicable); and (v) comply with all Applicable Laws in using the Service.

4.3 Use Guidelines. Customer shall use the Service, and ensure that Users whose Accounts are affiliated with Customer Account use the Service, solely for his/her personal, household, or family and non-commercial purposes during the Term as contemplated by these Terms and Conditions and shall not, and ensure Users affiliated with Customer Account shall not (where applicable): (i) license, sublicense, sell, resell, rent, lease, transfer, assign, dis-tribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by these Terms and Conditions; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party intellectual property or privacy rights; (iv) send or store Malicious Code (whether intentional or inadvertent); (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. You are responsible for all activity and content uploaded by you or your Users through the Vaultt Application and Services, including without limitation, photographs, images, videos, graphics, written content, code, information, and other data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited in connection with your Account.

  1. Fees & Payment.

5.1 User Fees. Customer shall pay all fees specified under its Subscription Plan, accessed through Customer Account, using credit card payment through a third-party service payment system. Except as otherwise specified in these Terms and Conditions, under the Subscription Plan: (i) fees are based on Services purchased and not actual usage, (ii) except as set out under Section 2.2 (Trial), payment obligations are non-cancelable, and (iii) except as set out under Section 2.2 (Trial), fees paid are non-refundable.

5.2 Subscription Plans. Customer’s Subscription Plan for the Services and status thereof is specified in Customer Account. Subject to Section 2.2, Customer may not reduce Customer’s commitment under the Subscription Plan specified in Customer Account during the Subscription Term. If Customer wishes to switch Subscription Plans or reduce the number of User Accounts, then Customer must notify Vaultt before the start of the next Subscription Term for the applicable Service; any changes will be effective at the start of that next Subscription Term.

5.3 Invoicing & Payment. Fees for the Service must be paid in advance and billed monthly in accordance with a Subscription Plan and payable through Customer Account. Vaultt provides annual and monthly payment options through Google Pay and Apple Pay through Android and iOS app stores. You acknowledge that these third-party service providers will be your default payment gateway. You are responsible for maintaining complete and accurate billing and contact information through such app stores.

5.4 Suspension or Termination for Non-Payment. If the monthly payment is not provided by Customer, either through the automated payment system or otherwise, Vaultt reserves the right to suspend or revoke access to the Services, without liability to Vaultt, until any outstanding amounts are paid in full. Your Account(s) will be reactivated upon payment of any outstanding amounts including the payment for the next billing cycle. If an outstanding balance remains unpaid on your Account for more than sixty (60) days, Vaultt reserves the right to terminate your Account and all affiliated User Accounts.

5.5 Effect of Suspension. If Vaultt suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Vaultt’s error or omission.

5.6 Taxes. Unless otherwise stated, Vaultt’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). The customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Vaultt’s net income or property. If Vaultt has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.

5.7 Annual Increases. Following the first Subscription Term, Service fees may be subject to annual increases at the level of then-current pricing under the Subscription Plans, which will become effective beginning upon the first day of each subsequent Subscription Term. Vaultt shall notify Customer of any increase at least 30 days prior to Customer’s subsequent Subscription Term. Such notice may be in the form of notice commonly used by Vaultt to communicate with Customers. If Customer objects to the increase, then the Customer may elect to not renew its Subscription Plan. The customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or an additional Service that Customer orders, and (ii) expiration of any discount or incentive programs to which Customer was previously entitled.

5.8 Payment Disputes. The customer must assert any payment dispute in writing to Vaultt’s accounting department at info@vaultt.com within 15 days after the due date of the invoice giving rise to the dispute. Vaultt shall not exercise its suspension or termination rights or apply interest on late payments if the Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

5.9 Promotions. Vaultt may, in its sole and absolute discretion, create promotional codes that may be redeemed for Account credit, discounts, or other features or benefits related to any Subscription Plan. Vaultt reserves the absolute right to (i) limit promotional offers to any Customer or User; (ii) cancel or amend promotional offers at any time; or (iii) exercise its suspension or termination rights under Section 12 where Vaultt reasonably suspects fraudulent activity respecting any promotion(s). Customer may be required to pay further tax or duties for the use of the coupon or promotional offer. Vaultt is not obligated to replace stolen, lost, or deleted promotional codes. You agree to be bound by any supplemental terms that may be included for promotional offers.

  1. Proprietary Rights.

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Vaultt reserves all right, title, and interest, including all intellectual property rights, in and to the Services and all technologies related thereto, including any and all algorithms or processes developed by Vaultt and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Vaultt, whether or not created or developed in connection with the Services. No rights are granted to Customer or Users hereunder other than as expressly set forth herein.

6.2 Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than for his/her own personal, household, or family purposes; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.

6.3  Customer Data.  As between Vaultt and Customer, Customer or User, as applicable, exclusively owns all rights, title and interest in and to all Customer Data.  Customer Data is deemed Confidential Information under these Terms and Conditions.  Subject to Section 6.4, Vaultt shall not access Customer Accounts or User Accounts. For greater certainty, Vaultt does not have the ability to access or use Customer Data as Customer Data is securely protected by a key issued only to Customer or User, as applicable.  

YOU ACKNOWLEDGE THAT IF YOU LOSE YOUR CUSTOMER LOGIN OR LOSE THE ABILITY TO ACCESS YOUR ACCOUNT, OR USER ACCOUNT AS APPLICABLE, OTHER THAN PROVIDING A RECOVERY KIT UNDER SECTION 3.1, VAULTT MAY NOT HAVE THE TECHNICAL ABILITY TO RECOVER YOUR ACCOUNT OR USER ACCOUNT, AS APPLICABLE, OR RECOVER THE CUSTOMER DATA UPLOADED THERETO, DUE TO THE HIGHLY-SECURED NATURE OF THE VAULTT APPLICATION.  YOU ACKNOWLEDGE THAT YOU UPLOAD SENSITIVE INFORMATION AT YOUR OWN RISK AND THAT VAULTT SHALL NOT BE LIABLE FOR ANY LOSS, VULNERABILITY, OR DAMAGES RESULTING FROM THE UPLOAD OF SUCH SENSITIVE INFORMATION BY YOU OR USER FOR ANY REASON.  IF VAULTT, IN ITS SOLE AND ABSOLUTE DISCRETION, SUSPECTS FOR ANY REASON THAT CUSTOMER OR USER HAS UPLOADED ILLICIT OR PROHIBITED MATERIALS UNDER THESE TERMS AND CONDITIONS TO THEIR ACCOUNT(S), VAULTT RESERVES THE RIGHT TO TERMINATE THE ACCOUNT(S) UNDER SECTION 12.

6.4 Usage Data. Vaultt may collect certain data and information regarding Customer and/or Users’ use of the Services, including, but not limited to, data involving functions within the services most used by Customer or Users or other items (“Usage Data”). Vaultt may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Services and any machine learning technology that underlies the Services (“Usage Data Purpose”). Notwithstanding any term in these Terms and Conditions to the contrary, Customer hereby consents to the use of such Usage Data for the Usage Data Purpose, and Customer represents and warrants it has obtained the necessary consent and legal right from Users (if applicable) to do the same, and Customer irrevocably assigns all rights, title and ownership of the Usage Data to the Vaultt, and Customer hereby waives any applicable non-assignable rights to such Usage Data to the extent Customer is legally permitted to do so, and Customer represents and warrants it has obtained the necessary consent and legal right from Users (if applicable) to do the same. Vaultt represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose. 

6.5 Suggestions. Vaultt shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

  1. Privacy Rights.

7.1 Privacy Obligations. Notwithstanding any provisions, representations, and warranties to the contrary, Vaultt and Customer acknowledge that there is a possibility that the Customer Data and Usage Data may contain Personal Data, the use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and regulations and provincial, state, federal and national government agency orders and decrees to which Customer or User(s) may be subject (“Privacy Laws”), as well as certain restrictions imposed on the Person-al Data by the data subjects or other third-party data providers. Vaultt and Customer agree to strictly abide by all such restrictions pertaining to the Personal Data, as they are promulgated and applied, currently and in the future. Furthermore, Vaultt shall in good faith execute any and all agreements that Customer is required to have Vaultt execute in order that Customer may comply with any Privacy Laws. If Vaultt or Customer’s use (whether directly or indirectly) of the Personal Data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in these Terms and Conditions, the non-violating party shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by the violating party of written notice from the non-violating party, and (b) pursue any other legal and equitable remedies. For greater certainty, Vaultt’s Privacy Policy [LINK] governs Vaultt’s collection, use, disclosure, retention and disposal of Personal Data, and forms part of these Terms and Conditions.

  1. Confidentiality.

8.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of Customer or User disclosed to Vaultt, whether orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Customer Data. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Customer or User; (ii) was known to Vaultt prior to disclosure by Customer or User without breach of any obligation owed to Customer or User; or (iii) is received from a third party without breach of any obligation owed to Customer or User.

8.2 Confidentiality. Vaultt shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of Customer Data, Confidential Information, or Personal Data. Vaultt shall implement processes and maintain procedures designed to comply with Applicable Laws. These Terms and Conditions are Customer’s instructions for storing Customer Data, and Vaultt shall not process Customer Data for any other purpose. Vaultt may use subcontractors to facilitate its obligations under these Terms and Conditions. Vaultt shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer’s Data, Personal Data, or Confidential Information. Vaultt shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms and Conditions, except with Customer or User’s prior written permission, subject to Section 8.3.

8.3 Compelled Disclosure. If Vaultt is compelled by law to disclose Confidential Information of Customer or User, including encrypted Customer Data, it shall provide Customer or User, as applicable, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Customer or User’s cost, if Customer or User wishes to contest the disclosure.

  1. Warranties & Disclaimers.

9.1 Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.

9.2 Customer Warranties. Customer represents and warrants that for any Customer Data or Personal Data controlled by it, any Personal Data controlled by Users affiliated with Customer Account, or any other Customer Data or Personal Data provided or transmitted by Customer or User to Vaultt, whether advertent or otherwise, Customer or User, as applicable, has obtained the necessary consent or legal right to provide or transmit such data.

9.3 Vaultt Warranties. Vaultt represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Service will not be materially decreased during the Term; (ii) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (iv) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein; and (v) the Service does not infringe any intellectual property rights of any third party.

9.4  Disclaimer. NOTWITSHTANDING VAULTT’S SECURED SOFTWARE AND APPLICATION, CUSTOMER ACKNOWLEDGES THAT NO APPLICATION OR SOFTWARE STORAGE SOLUTION IS CAPABLE OF PROVIDING COMPLETE PROTECTION AGAINST ALL KNOWN AND UNKNOWN VULNERABILITIES/ZERO-DAY THREATS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DOCUMENTATION AND SERVICES ARE PROVIDED “AS IS,” AND VAULTT MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE DOCUMENTATION OR THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY VAULTT. VAULTT DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

  1. Indemnification.

10.1 Indemnification by Customer. Subject to these Terms and Conditions, Customer shall defend, indemnify and hold Vaultt harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Vaultt by a third party alleging that the Customer Data or Customer’s use of the Service: (i) infringes the intellectual property rights of such third party, or (ii) has harmed such third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was uploaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable Law, or has otherwise harmed a third party; provided, that Vaultt (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Vaultt of all liability); and © provides to Customer, at Customer’s cost, all reasonable assistance.

  1. Limitation of Liability.

11.1. Limitation of Liability.  IN NO EVENT SHALL VAULTT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR RELATIONSHIP BETWEEN VENDOR AND CUSTOMER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE PRICE OF THE SUBSCRIPTION PLAN TO WHICH CUSTOMER REGISTERED AND SUBSCRIBED.

11.2 Exclusion of Consequential and Related Damages.  IN NO EVENT SHALL VAULTT HAVE ANY LIABILITY TO CUSTOMER OR USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER OR USER(S) HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

11.3 Limitation of Claims.  EXCEPT WITH RESPECT TO CLAIMS RELATING TO THE MISUSE OF CONFIDENTIAL INFORMATION OR PERSONAL DATA, CUSTOMER SHALL NOT BRING ANY CLAIM RELATING TO THE AGREEMENT MORE THAN TWO YEARS AFTER THE EVENTS GIVING RISE TO THE CLAIM OCCURRED.

11.4 General.  THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF THE REMEDIES ARE INSUFFICIENT TO COVER ALL OF THE LOSSES OR DAMAGES OF CUSTOMER OR USERS. WITHOUT THESE LIMITATIONS THE FEE FOR THE SERVICES WOULD BE SIGNIFICANTLY HIGHER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND THE PARTIES MAY HAVE ADDITIONAL RIGHTS.

  1. Term and Termination.

12.1 Term. The Term of this Agreement begins when the Customer purchases the Service through the Google or Apple app store and ends on the date of termination, cancellation or expiration of the Subscription Term. The customer may cancel the Subscription under Section 12.2 below.

12.2 Termination for Cause. Vaultt may terminate the Agreement or any affected Services by notice to Customer or Users (i) if Customer or User materially breaches their obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon Vaultt ceasing to operate in the ordinary course of business, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer or User includes the following: (1) Customer or User is unable to resolve any issue leading to suspension of Customer or User’s Services to Vaultt’s reasonable satisfaction within 30 days following notice of suspension, or (2) Customer or User’s use of the Services is in violation of Applicable Law. The customer will not be entitled to any refunds of any payments to Vaultt, pro-rata or otherwise. Customer and User acknowledge and agree that Vaultt shall not be liable for costs, fees, damages, lost profits, or the like, as a result of termination or any reason whatsoever under this Section 12.2.

12.2 Cancellation. Customer may cancel the Account and any affiliated User Accounts and terminate this Agreement at any time through the Google or Apple app store. Upon such cancellation, Customer shall pay to Vaultt all undisputed amounts due and payable hereunder, if any. The customer will not be entitled to any refunds of any payments to Vaultt, pro-rata or otherwise.

12.3 Outstanding Fees. Termination or cancellation shall not relieve Customer of the obligation to pay any fees accrued or payable to Vaultt prior to the effective date of termination. 

12.4 Return and Retention of Customer Data. Within sixty (60) days after the effective date of termination, Customer, and Users with Accounts affiliated with Customer’s Account, may download and close their Account(s). After such 60-day period, Vaultt shall have no obligation to maintain or provide access to Customer Data and shall thereafter, delete all Customer Data in its systems.

12.5 Surviving Provisions. The following provisions of these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions: Sections 5 through 13.

  1. General Provisions.

13.1 Relationship of the Parties. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

13.2 No Third-Party Beneficiaries. Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions.

13.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.4 Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.

13.5 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Vaultt (not to be unreasonably withheld). Notwithstanding the foregoing, Vaultt may assign this Agreement in its entirety, without consent of the Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by Customer to assign its rights or obligations under these Terms and Conditions is in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.6 Dispute Resolution. Except for Claims related to the infringement of intellectual property rights, all disputes or controversies as between Customer and Vaultt arising out of or relating to these Terms and Conditions, any Vaultt Service and its marketing (“Disputes”) shall be determined first by mediation. The Parties shall first attempt to resolve any Dispute informally for at least thirty (30) days before initiating mediation. If the Parties cannot resolve the Dispute informally, the Parties may elect to initiate a mediation. The mediation shall be facilitated by a mediator of Vaultt’s choice and conducted in person in the City of Ottawa, Province of Ontario, Canada. The language of the mediation and/or arbitration shall be English (each Party shall be responsible for obtaining their own translation and legal services). If the Parties cannot resolve the Dispute through mediation, the Parties may commence a claim pursuant to these Terms and Conditions.

13.7 Governing Law and Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms and Conditions. The customer agrees that each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

13.8 Equitable Relief. Customer acknowledges that damages may be an inadequate remedy if Customer or the Users violate the obligations under these Terms and Conditions, and Vaultt shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.

13.9 Notices. Vaultt shall communicate announcements of general interest by email or by posting on its Website. Vaultt shall provide Customer with legal notices by email provided by Customer. The customer shall immediately notify Vaultt if Customer’s email address for notice changes. Except as otherwise specified in these Terms and Conditions, all notices must be in writing to info@vaultt.com.

13.10 Entire Agreement, Amendment and Conflict. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Vaultt reserves the right to update and change the Terms and Conditions by posting updates and changes to the Website. We strongly encourage you to check the Terms and Conditions from time to time for any updates that may impact you. If you do not accept the updates, you must stop using the Services. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and Conditions and any of the other Agreement documents or policies, then the following order of precedence applies: (i) any addendum between the Parties, (ii) these Terms and Conditions, (iii) other documents referenced in these Terms and Conditions.

13.11 Supplemental Terms. Supplemental terms may apply to certain Services, such as rules for activities or promotions, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these Terms. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Last Updated: January 23, 2020