(February 6, 2020)
Accepting the Terms
You may be an “Authorized User”, which means that you are an individual who: (i) has registered for an account with FutureVault and agreed to pay us for the use of the account, or (ii) has been assigned an account provisioned by an organization (“Customer”) which has entered into an enterprise agreement with FutureVault that authorizes the Customer to provision accounts. For example, an Authorized User may be an employee or a client of the Customer.
You may be a “Designated User”, which means an individual who has received consent from an Authorized User to access all or a portion of such Authorized User’s account, including without limitation rights to access, upload, download, modify, distribute, and otherwise use content and other materials associated such Authorized User’s account. For example:
(a) a Designated User may be an employee of a Customer, such as a wealth management firm, law firm, dentistry practice, or other organization that provides services, and the Authorized User is a client of the Customer; and
(b) the Authorized User may wish to permit the Customer to upload content to such Authorized User’s account and the Designated User may be an employee of Customer who has been assigned the task of uploading the content.
The term “you” refers to an Authorized User or a Designated User. The term “we” refers to FutureVault. You may not use any of the Services and you may not accept this Agreement if you are not an Authorized User or a Designated User, or are not otherwise legally authorized to accept and be bound by these terms or are not at least 18 years of age and, in any event, of a legal age to form a binding contract with FutureVault. If you are using the Services on behalf of an organization, you are accepting this Agreement on behalf of such organization.
Description of Service
The Services enable an Authorized User to deposit, store, and manage digital files, documents, and other content, as well as metadata and other information associated with the files and documents (collectively, the “Content”). The Services include a number of additional features and functionality, including without limitation, functionality to organize the Content, to share the Content, to track and log activity, and to provide data and analytics regarding the Content and its use. The documents and files that you store using the Services will be encrypted, however the metadata and other information about the documents and files may not be encrypted. We will not decrypt encrypted portions of the Content in an account, unless we receive a request from an Authorized User of that account to do so, and only in connection with an Account Recovery Request Procedure.
Privacy and Personal Information
Information from Third Party Sources
In order to enhance the Services, an Authorized User may provide to us or authorize a Designated User to provide the Authorized User’s information maintained online by third-parties with which the Authorized User has customer relationships, maintain accounts or engage in financial transactions. FutureVault does not review such information for accuracy, legality or non-infringement, and is not responsible for such Information in any manner whatsoever.
Registration Information and Electronic Communications
In order to allow you to use the Services, you will need to sign up for an account with FutureVault. We may verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, including without limitation requiring you to provide your full address, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying information you provide against third party databases or through other sources. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Services.
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your username, e-mail address, allows you to access the Services. Your username and password, together with any mobile number or other information you provide form your “Registration Information.” By providing us with your e-mail address, you consent to receive all required notices and information. Electronic communications may be posted on the FutureVault.com website or delivered to the e-mail address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser. Your consent to receive communications electronically is valid until you end your relationship with us.
We reserve the right to change how we provide electronic communications and will provide you with appropriate notice in accordance with applicable law.
If you become aware of any unauthorized use of your Registration Information, you agree to notify us immediately at firstname.lastname@example.org.
If you believe that your Registration Information or device that you use to access the Services has been lost or stolen, or that someone is using your account without your permission, you must notify us immediately in order to minimize your possible losses. Please contact us immediately at email@example.com.
If you are no longer able to access your account and would like to access some or all of the encrypted Content in your account, you can do so by making an Account Recovery Request Procedure.
We’ll automatically bill you from the date you sign up for or convert to a paid account provisioned by us, and on each periodic renewal until cancellation. You are responsible for all applicable taxes, and we will charge tax when required to do so. If you close your account and cancel your access to the Services, you will not be issued a refund unless a refund is required by applicable law.
Your Use of the Services
Your right to access and use the Services is personal to you and is not transferable by you to any other person or organization. You are only entitled to access and use the Services for lawful purposes. In order for the Services to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. You represent that you are authorized to provide us with, all Registration Information and other information necessary to facilitate your use of the Services.
Your access to and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment of software, periodic updating, maintenance or repair of the Services or other actions that FutureVault, in its sole discretion, may elect to take. We have no obligation to provide you with any support services in connection with the performance of the Services. In no event will FutureVault be liable to you or any other party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Services shall be for us to use commercially reasonable efforts to adjust or repair the applicable aspect of the Services.
Rights You Grant to Us
By submitting, uploading, or storing the Content through the Services, you are licensing the Content to FutureVault for the purpose of providing the Services. We may store and use the Content in accordance with this Agreement and our Privacy Statement. You represent and warrant that you have the right to provide the Content to us for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations.
FutureVault Intellectual Property Rights
The functionality of the Services, including its “look and feel” (e.g., text, graphics, images, logos and button icons), software (including html-based computer programs) and other materials are protected under Canadian, and other applicable copyright, trademark and other laws. The functionality of the Services is owned by or are licensed to FutureVault. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement.
Access and Interference
You agree that you will not:
a) Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services;
b) Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Google Chrome or Microsoft Explorer);
c) Upload or transmit any file or content which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services;
d) Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services; or
e) Attempt to gain unauthorized access to any portion of the Services.
Rules for Uploading Documents and Other Content
When uploading, storing and sharing Content, you agree to comply with the following rules:
a) You are solely responsible for all content you submit, upload, or store through the Services.
b) You must provide all required and appropriate warnings, information and disclosures. By submitting Content to us, you represent that you have all necessary rights and hereby grant us an irrevocable, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display any portion of the Content in connection with providing the Services and operating our business. In the event you have granted permission to a Customer, its Designated Users or any other third parties to view, download or otherwise access the Content in your account, you grant each such Customer, Designated User, and third party a non-exclusive license to access your documents and other content through the Service, and to view, download, use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of the Services and under this Agreement.
c) You agree not to use, nor permit any third party to use, the Services to i) post or transmit any message or document which is libelous or defamatory, or which discloses private or personal matters concerning any person; ii) post or transmit any message, document, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate; iii) post, upload, store or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted content, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks which infringe the intellectual property rights of third parties; or iv) interfere with other users’ use of the Service, including, taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
d) You agree that we may use any feedback, suggestions, or ideas (collectively, the “Feedback”) you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the Feedback in any way.
e) The Services may include a community forum or other social features to exchange information with other users of the Services and the public. FutureVault is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. FutureVault is not responsible for any hypertext links to content of third parties that may be posted in these forums.
Disclaimer of Representations and Warranties
THE SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. FUTUREVAULT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
FUTUREVAULT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY FUNCTIONALITY, FEATURE, OR CONTENT PROVIDED BY THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FUTUREVAULT DOES NOT MAKE ANY REPRESENTATOINS OR WARRANTIES THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, FINANCIAL, MEDICAL OR ANY OTHER PROFESSIONAL ADVICE. FUTUREVAULT IS NOT A PROFESSIONAL ADVISOR OF ANY KIND.
Limitation of FutureVault Liability
FUTUREVAULT SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITES, YOUR USE OF THE SERVICES, THE SITES OR THIS AGREEMENT, EVEN IF FUTUREVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FUTUREVAULT’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $20.00 (TWENTY CANADIAN DOLLARS).
You shall defend, indemnify and hold harmless FutureVault and its officers, directors, shareholders, and employees, from and against all third-party claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys’ fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to your use of the Services.
Ending your use of the Services
This Agreement will continue to apply until terminated by either you or FutureVault as set out below. If you want to terminate this Agreement and your use of the Services, you may do so as follows:
To close your account, please contact us at firstname.lastname@example.org.
We may, at any time, terminate this Agreement with you and terminate access to the Services on the following grounds:
If you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement)
If FutureVault in its sole discretion believes it is required to terminate the Agreement by law (for example, where the provision of the Service to you is or becomes unlawful); for any reason and at any time upon reasonable notice, to the e-mail address provided by you as part of your Registration Information.
If FutureVault terminates this Agreement and your access to the Services under (a) or (b) above, you acknowledge and agree that we may immediately deactivate or delete your account and all Content stored in your account and/or prohibit any further access to all such Content and the Services by you.
If FutureVault terminates this Agreement and your access to the Services under (c) above, the notice will provide you with a time period to retrieve and save in another location the Content from your account.
You agree that FutureVault will not be liable to you or any third-party for any termination of your access to the Services in accordance with the provisions of this Agreement.
If your account has been provisioned by a Customer and that Customer’s Enterprise Agreement has expired or has been terminated, we will notify you and will give you a period of time to convert your account to a paid account provisioned by us. If you convert your account and provide the required payment within the required period of time, you will be able to continue to use the Services in accordance with the provisions of this Agreement. If you do not convert your account, your access to the Services and this Agreement will terminate upon expiration of the required time period. If you do not intend to convert your account when you receive the notification, the notification shall serve as your notice to retrieve and save the Content in your account before the expiry of the required time period.
It is your responsibility to retrieve and save the Content in your account prior to closing your account, or in the event of termination by us, after you receive notice of termination. We will not be responsible for any loss or damage to you caused by your failure to retrieve and save any portion of the Content prior to closing your account. We will not be able to retrieve any Content from your account after your account is closed.
We reserve the right at any time and from time to time to modify or discontinue the Services. If we permanently discontinue the Services, we will provide you with reasonable notice to retrieve and save the Content in your account. In the event of a modification to the Services that will not affect your ability to access and retrieve the Content in your account, we may make such modification without notice to you. FutureVault reserves the right to change the Services, including applicable fees, in our sole discretion and from time to time. In this case, if you are an Authorized User of the Services, we will provide notice to you. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services, after you are notified of any change(s) will constitute your agreement to such change(s). You agree that FutureVault shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services.
We may modify this Agreement from time to time. Any and all changes to this Agreement may be provided to you by electronic means (i.e., via email or by posting the information on the Sites). In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.
Governing Law, Forum, and Arbitration
This Agreement is governed by the law of Ontario and the federal law of Canada without regard to their conflicts of laws provisions. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS OF SERVICE WILL BE RESOLVED BY BINDING ARBITRATION WHICH WILL TAKE PLACE IN TORONTO, ONTARIO, CANADA, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Ontario Arbitration Act, 1991 governs the interpretation and enforcement of this provision. The arbitration shall be heard by a single arbitrator. The arbitrator shall apply Ontario law and federal law of Canada to all other matters. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This provision shall survive any expiration or termination of this Agreement. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND FUTUREVAULT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
Allegations of Copyright and Trademark Infringements
FutureVault respects the intellectual property rights of others and we ask users of the Services to do the same. If you believe that your intellectual property is being used in connection with the Services in a way that constitutes copyright infringement, please refer to our Notice and Takedown Policy.