TrueVault Inc. (together with its affiliates, “we,” “our” or “us”) provides a Site and Services that are governed, as applicable, by our Terms of Use (our “TOU”) and any supplemental terms (our “Supplemental Terms”) including without limitation the Master Services Agreement (our “MSA”) and these TrueVault Compliance Guarantee Terms and Conditions (our “Compliance Guarantee Terms” and together with the Supplemental Terms and the TOU, the “Terms”).  Subject to the limitations set forth herein and in connection with your use of the Site and/or Services, we will provide you with a reimbursement (a “Reimbursement”) for a monetary fine or penalty (a “Fine”) that (i) is levied by a independent governmental entity, department, agency, commission or other regulatory organization (a “Regulatory Authority”) charged with the supervision, regulation, or enforcement of a privacy law, statute or regulation (a “Privacy Law”) for your violation of a Privacy Law that is expressly covered by the Services provided to you and supported by our Services (as listed and updated from time to time at https://www.truevault.com/regional-scope-of-truevault-compliance-guarantee) and (ii) is actually incurred and paid by you.

Because these Compliance Guarantee Terms contain legal obligations, please read these Compliance Guarantee Terms carefully. Please print or save a copy of these Compliance Guarantee Terms for your records and to review it with your legal and other advisers prior to acceptance. By accessing or using any part of the Site and/or Services, whether or not you purchase any of our Site and/or Services or create an account with us, you agree to be bound by these Compliance Guarantee Terms. If you do not agree to these Compliance Guarantee Terms, you will not have the right to request or receive a Reimbursement.

You represent that: (a) if you are entering into these Compliance Guarantee Terms on behalf of your employer, or any other entity or person, you are duly authorized by your employer, such other entity or such other person to enter into these Compliance Guarantee Terms which will be binding upon both you individually and such employer, other entity or person (and “you” as used in these Compliance Guarantee Terms will refer to both); (b) you are of the legal age to form a binding contract with us; and (c) you are not a person barred from subscribing, using or accessing the Services under the laws of the United States or other applicable jurisdiction.

To receive a Reimbursement, all of the following conditions must be met in full:

1. The Fine is directly attributable to the Services’s material non-compliance with the applicable Privacy Law;
2. Your use of the Services is the cause-in-fact of the Fine and the Fine is not caused by your negligent, willful or reckless acts or omissions;
3. Your use of the Services is strictly in accordance with the Terms, including without limitation by being in good standing with us and up to date on payments to us.
4. You are enrolled in and actively using the TrueVault US plan.
5. You are actively and compliantly using the Services that you have purchased at the time the Fine is levied, including without limitation, by having no outstanding tasks, surveys or instructions released by us in connection with the Services, including without limitation by adding the Polaris Javascript Consent Management Platform;
6. You have implemented any and all updates,  feature enhancements or instructions released by us that are related to the Services in a timely manner (in no case more than five (5) days after such update, enhancement or instruction has been released);
7. A third-party (other than us) has not customized or altered the appearance, content and/or performance of our Site and/or Services in any way;
8. A third-party (other than us) has not altered the recommended default settings for the TrueVault service or product in any way;
9. You notify us at legal@truevault.com within twenty-four (24) hours of receiving any correspondence including without limitation a notice, letter, court order or other form of notification from a Regulatory Authority notifying, inquiring about or investigating your compliance or noncompliance with any Privacy Law related to the Services (such correspondence, the “Notification”); provided that, if the correspondence outlines compliance deficiencies, you must immediately use your best efforts to address and fix the claimed deficiencies within the timeline provided in the notice (or if no timeline is provided, as soon as possible); and
10. You must pursue and exhaust all reasonable and alternative avenues of reimbursements, including without limitation, submitting a claim with your own insurer and using any indemnification protections provided to you.

Reimbursements and our liability will be limited as follows:

1. To only the amount of the Fine issued by a Regulatory Authority that is actually paid by you and does not include, without limitation, any of your or other third-party claims or fees, costs of defending the Regulatory Authority inquiry or investigation, expenses or judgments in any legal actions or any punitive, consequential, incidental, indirect, special, or enhanced penalties due to prior actions or omissions by you. 
2. To the remainder of the Fine after you have exhausted your own reasonable and alternative avenues of reimbursements.
3. To the lesser of (i) $250,000 or (ii) five (5) times the amount you have paid to us in the sixty (60) months preceding Notification.

We may, upon written notice to you, amend, modify or delete these Compliance Guarantee Terms; provided, however, we hereby agree that if such amendment, modification or deletion is adverse to your interests you will be allowed terminate the Services (only for thirty (30) days after notice is given to you) without either you or us incurring liability for such termination.

Contact Us

If you have any questions regarding the meaning or application of these Compliance Guarantee Terms, please direct such questions to legal@TrueVault.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include sensitive information in your e-mail correspondence with us.

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