Last Updated: September 29th, 2021
TrueVault (“TrueVault,” “we,” “our” or “us”) welcomes you. This Terms of Service (this “TOS”) governs your use of this website as well as the services offered by TrueVault, whether via this website (this “Site”) or Software offered by TrueVault (collectively, the “Services”).
Because this TOS contains legal obligations, please read this TOS carefully. Please print or save a copy of this TOS for your records and to review it with your legal and other advisers prior to acceptance. By accessing or using any part of the Services, whether or not you purchase any of our Services or create an account with us, you agree to be bound by this TOS. If you do not agree to this TOS, you will not have the right to access or use any part of the Services.
You represent that: (a) if you are entering into this TOS 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 this TOS which will be binding upon both you individually and such employer, other entity or person (and “you” as used in this TOS shall 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. All capitalized terms used in this TOS not otherwise defined have the meaning given to them in Section 1 of this TOS.
If you do not agree with all terms and conditions of this TOS, do not click the “I AGREE”, do not create an account, and do not access or use any portion of the Services.
Registration; Responsibility for Your Account.
License to Access and Use Services. Subject to your compliance with this TOS, TrueVault grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access or use the Services for your individual personal or business use only.
Restrictions. You shall not: (a) reverse engineer, decompile, disassemble, translate, or attempt to learn or otherwise attempt to discover the source code or structure, sequence and organization of the Services; (b) copy, modify, create derivative works of, translate, make available, or distribute the Services; (c) sell, assign, pledge, sublicense, lease, loan, rent, timeshare, share, deliver, or otherwise transfer, directly or indirectly, access to your account or any rights to the Services; or (d) use the Services in any manner wherein the failure or defect in the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage, as such use is strictly prohibited. You may not access or use the Services except as expressly permitted under Section 4. You may not remove from the Services, or alter or add, any proprietary rights notices.
Policies. You agree to abide by TrueVault’s policies, including our Code of Conduct in Section 7.1 of this TOS, pertaining to the use of the Services, which may be modified from time to time.
Right to Use Your Data. You hereby grant to TrueVault a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, right and license to use Your Data and access your Third Party Accounts in order to provide you the Services. You represent and warrant that you are the exclusive owner of Your Data and Third Party Accounts or have all rights and licenses necessary to grant the rights to Your Data and Third Party Accounts that you have granted to TrueVault in this TOS.
Suspension, Termination and Changes. We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, terminate, suspend or discontinue the Services and/or terminate, suspend or delete your account, with or without notice to you. You agree that (a) TrueVault shall not be liable to you or to any third party under this TOS for any modification, termination, suspension or discontinuance of the Services, in whole or in part, and (b) your continued use of the Services after any changes to the Services have been implemented will be deemed your acceptance of such changes. Without limiting the generality of the foregoing, you specifically acknowledge that TrueVault has the right to terminate or limit your account for any reason or no reason at all. Upon suspension, termination or deletion of your account, you will no longer have access to Your Data, information or other features that may have value to you that is associated with your account, unless you have made post termination arrangements with TrueVault for access to such items. We may immediately suspend or terminate your access to the Services in the event we determine or believe that you have violated or will violate this TOS, or if we otherwise believe in our sole discretion that your access to or use of the Services may expose TrueVault or others to any harm or liability. You may terminate this TOS at any time by ceasing to access or use the Services (and any portion(s) of the Services). Upon any termination of this TOS, your right to access or use the Services (and portion(s) of the Services) will immediately cease and terminate. You agree that TrueVault shall not be liable to you or any third party for any termination of this TOS, whether by you or TrueVault, and any termination or cancellation of the Services. Upon any termination of this TOS, Sections 1, 3, 6, 9, 11, 14, 15, 16, 17, 18 and 20 will survive.
Updates; Applicable Terms and Authorization for Auto Updates. TrueVault may, in its sole discretion, provide, and this TOS shall apply to, all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Services (collectively, “Updates”) that TrueVault may provide or make available generally, subject to any additional terms and conditions provided by TrueVault applicable to such Updates. You hereby authorize TrueVault, in accordance with TrueVault’s standard operating procedures, to automatically transmit, install, and otherwise provide Updates to the Services, effective upon your access to or use of the Services after such Updates have been implemented, without further notice to or consent by you.
Ownership of Intellectual Property, Software and Services. The Services are licensed, not sold, solely for use by you under the terms of this TOS. As between TrueVault and you, TrueVault owns and retains all right, title, and interest, including all intellectual property and moral rights, in and to the Services, including without limitation all technology, hardware, software, systems and copies of the foregoing used to provide the Services. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the “Marks”) relating to the Services are the trademarks of TrueVault and respective owners. You are prohibited from using any Marks without TrueVault’s prior written permission which may be given in TrueVault’s sole discretion. All use of the Marks will inure to TrueVault. TrueVault reserves all rights and interests not expressly granted in this TOS.
Electronic Communications; Notices. You agree that TrueVault may communicate electronically with you for any matters relating to this TOS and the Services, including but not limited to information and notifications regarding product updates, incentive and rewards programs, training opportunities and ways to more efficiently use the Services, and legal notices of any kind, including cancellation and termination, unless prohibited by law. Notice shall be deemed to have been given by TrueVault on the date TrueVault transmits the relevant electronic communication.
Data Security Obligations. TrueVault has implemented reasonable technical, administrative and organizational measures designed to protect Your Data against unauthorized access, use, disclosure or modification, and accidental destruction or loss. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or access or use Your Data in an authorized manner.You acknowledge that you provide this personal information at your own risk.
Third Party Accounts. In using the Services to access any Third Party Accounts and data available thereon, you agree that you will access only such Third Party Accounts for which you are authorized to access; (b) you have all permissions and authority necessary to access any such Third Party Accounts and/or access, view, modify and delete any data contained in such Third Party Accounts; and (c) you will comply with the terms and conditions governing your use of such Third Party Accounts, including any restrictions that may be imposed by the providers of such Third Party Accounts.
Compliance with Applicable Law. You agree to comply with all Applicable Law in your access and use of the Services, including without limitation export and import laws, laws relating to recording conversations, data privacy, orders or other restrictions administered by the United States Commerce Department's Bureau of Export Administration, the United States Department of Treasury's Office of Foreign Assets Control or any other applicable government agency. You understand that use of the Services and transfer, posting and uploading of software, technology, and other technical data via the Services may be subject to the export and import laws of the United States and other countries.
Indemnification. You agree to defend, indemnify, and hold harmless TrueVault and its Affiliated Entities from and against any and all claims, damages, losses and liabilities (including, but not limited to attorneys’ fees and litigation expenses) related to or arising from: (a) your use of, or activities in connection with, the Services, (b) your actual or alleged breach of this TOS, and/or (b) Your Data.
DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS IS.” TRUEVAULT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. TRUEVAULT DOES NOT WARRANT THAT ANY USE OF THE SERVICES WILL BE ERROR-FREE OR SECURE, THAT ERRORS AND ISSUES WILL BE CORRECTED, THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. THE USE OF THE SERVICES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE USED AS A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY. YOU UNDERSTAND THAT YOU SHOULD CONSULT WITH AN ATTORNEY FOR LEGAL ADVICE.
LIMITATION OF LIABILITY. TRUEVAULT AND ITS AFFILIATED ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR COST OF SUBSTITUTE PROCUREMENT, LOSS OF PROFITS, LOSS OF USE, LOSS OR ALTERATION OF YOUR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, OR COST OF RECOVERY OR OTHER DAMAGES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, TRUEVAULT AND ITS AFFILIATED ENTITIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, OR YOUR ABILITY TO ACCESS YOUR ACCOUNT, OR FROM ANY AND ALL CONTENT, MATERIALS, PRODUCTS AND SERVICES TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. NOTWITHSTANDING ANYTHING ELSE IN THIS TOS, TRUEVAULT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS AND/OR THE SERVICES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU (IF ANY) DIRECTLY FOR THE SERVICES THAT GIVE RISE TO YOUR CLAIM DURING THE THIRTY (30) DAY PERIOD PRECEDING THE DATE ON WHICH TRUEVAULT RECEIVES NOTICE OF A CLAIM FROM YOU. THE LIMITATIONS OF THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS TOS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
Claims of Copyright Infringement.
DMCA The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that materials transmitted through the Services infringe your copyright, you (or your agent) may send TrueVault a notice requesting that TrueVault remove the material or block access to it. Please provide the following information: (a) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (b) a description of the copyrighted work that you claim has been infringed upon and sufficient information for TrueVault to locate such copyrighted work; (c) information reasonably sufficient to permit us to locate the copyrighted work; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Counter-notices. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send TrueVault a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent to: TrueVault, Inc., Attention: DMCA Agent, 201 Mission Street, 12th Floor, San Francisco, CA 94105
Termination of Account. TrueVault shall have the right to suspend, terminate or disconnect all Services for any account engaged in suspected repeated copyright infringement. TrueVault shall have the right to transmit the notification to the user of the Services transmitting or receiving the allegedly infringing material, and to transmit any counter-notification to the complaining party.
Independent Contractors. You and TrueVault are, and shall at all remain, independent contractors.
Governing Law; Exclusive Forum; Jurisdiction. This TOS and all causes of action related to the Services will be governed by and construed in accordance with the laws of the state of California and the United States of America, without giving effect to any conflict-of-laws principles that would require application of the laws of a different state or jurisdiction. This TOS will not be governed by the United Nations Convention on Contracts for the International Sales of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. Any dispute arising from the Services or this TOS shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, in the State of California, USA and you hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts, provided that either party may seek injunctive relief in any court of competent jurisdiction. Unless otherwise prohibited by Applicable Law, you agree that any claim or cause of action arising out of or related to this TOS or the Services must be commenced by you within one (1) year after the cause of action arose.
Severability You and TrueVault hereby waive any provision of law that would render any clause of this TOS invalid or otherwise unenforceable in any respect. In the event that a provision of this TOS is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by Applicable Law, and the remaining provisions of this TOS will continue in full force and effect.
Waiver. TrueVault's failure to exercise or enforce any right or provision of this TOS will not constitute a waiver of such right or provision unless agreed to by TrueVault in a writing signed by a duly authorized officer of TrueVault.
Force Majeure. TrueVault and its Affiliated Entities will not be liable for non-performance or delay in performance caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, acts of terrorism, national emergency, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, any act of nature, internet or other network (including without limitation phone network or other telecommunications network) failures or brown-outs, computer equipment failure, telecommunication equipment failure, other equipment failure, electrical power failure, strikes, labor disputes, shortages of labor or materials, orders of domestic or foreign courts or tribunals, non-performance by third parties, or any other event of a similar nature.
Third Party Beneficiaries; Assignment. The Affiliated Entities are third party beneficiaries to this TOS. There are no other third party beneficiaries to this TOS. You may not assign or otherwise transfer this TOS, or any rights or obligations hereunder, whether by contract, operation of law, or otherwise without the express written consent of TrueVault. TrueVault may freely assign this TOS. This TOS will be binding on and inure to the benefit of TrueVault and you and their respective permitted successors and permitted assigns.
Entire Agreement. This TOS, including any additional document incorporated by reference, constitutes the entire agreement of the parties with respect to the Services and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic, between TrueVault and you regarding them. TrueVault’s performance of this TOS is subject to existing laws and legal process, and you agree that TrueVault may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term of this TOS. A printed or electronic version of this TOS and of any notice given to you in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Contact Us. If you have any questions regarding the meaning of application of this TOS, 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.