Terms & Conditions
Please read these terms carefully before you start to use our services. By using the services, you accept and agree to be bound and abide by these terms of service.
This T&C is effective as of November 12th 2023 and was last updated on November 12th 2023
V1.00 (Last updated: 2023-11-12)
These Terms & Conditions (“T&Cs”) as may be accessed via https://vaultn-corpsite.azurewebsites.net/vaultn-terms-conditions/ constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and VaultN B.V (“VaultN“), concerning your access to and use of the https://vaultn-corpsite.azurewebsites.net website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”).
By accessing the Platform and using the services offered, you confirm that you have read, understood, and agreed to be bound by these T&Cs. If you do not agree with these T&Cs, then you are expressly prohibited from using the Platform and you must discontinue any use immediately.
Supplemental terms and conditions or documents that may be posted on the Platform from time to time (“Documentation“) are hereby expressly incorporated herein by reference. VaultN reserves the right, in sole discretion, to make changes or modifications to these T&Cs or publish other documents related to the use of the Platform at any time and for any reason. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes of any revised T&Cs and such other documents related to the use of the Platform by your continued use of the Platform, after the date such revised T&Cs or such documents are posted.
The Platform is intended for merchants only for business purposes and not for individuals for private use. To use the Platform, you are required to sign up on behalf of the organization that you are authorized to represent (“Organization”) and become a registered user (“Main User”).
You acknowledge and confirm that you must check these T&Cs and any Documentation referred to whenever you access the Platform to ensure that you are aware of the terms that apply and by registering for an Account you confirm that you are authorized to accept these terms on behalf of your Organization.
Definitions
For the entirety of these T&C, the following terms correspond to the definitions given under this section unless expressly stated otherwise herein:
Account | account created upon the registration of the Main User on behalf of the Organization to benefit from VaultN’s services stipulated herein |
Add-Ons | the additional features made available by VaultN to specific Accounts |
API | the application programming interface and its defined rules that enable different applications to communicate with each other and acts as an intermediary layer that processes data transfers between systems |
Basic Features | the features that are generally made available by VaultN by default |
Charges | the prices and terms presented in your Plan |
Confidential Information | any written or oral information, including, without limitation, any information relating to the business, affairs and finances of any Party or relating to its service, technology, products, software, processes, know-how, users, employees, suppliers, agents or distributors, or which is designated as confidential by the Disclosing Party or which the Receiving Party knows or ought reasonably to know to be confidential, whether provided by the Disclosing Party or which has already come or which comes to the knowledge of the Receiving Party and as further defined in Section 15 |
Connection | a different Account between which Content, Price Lists, and Promotions, maybe be shared and Digital Inventory transferred |
Content | means the content referred to in Section 3 |
Disclosing Party | the party who discloses the Confidential Information |
Digital Inventory | a combination of one or multiple digital assets such as activation codes or redemption keys and as further defined in Section 7 |
Documentation | the supplemental terms and conditions or documents that may be posted on the Platform from time to time |
Main User | The main user who will operate the Account on behalf of the Organization |
Metadata | any Digital Inventory or other content uploaded by you to the Platform including, but not limited to product names, product information, marketing information, trademarks, service marks, logos, images |
Organization | the legal person which the Main User is authorized to represent and which is the contractual partner of VaultN related to the services stipulated herein |
Other Users | The user accounts created on behalf of the Organization to let individuals access and manage its Account |
Plan | The applicable pricing (usually accessible via https://vaultn-corpsite.azurewebsites.net/plans) |
Platform | The website as accessible via https://my.vaultn.com/ as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected to these T&Cs |
Price List | the list where you can learn the specific costs of Digital Inventory from your Connection or set costs and other pricing arrangements to your Connection and as further defined in Section 7 |
Product Catalog | the feature used to manage and distribute Metadata for a different set of products |
Prohibited Activities | Means the list of activities specified in Section 10 |
Promotions | the discount applicable to specific Digital Inventory that may be set on the prices announced at the Price List and as further defined in Section 7 |
Receiver | an Account receiving Digital Inventory from a Connection |
Receiving Party | the party who receives the disclosed Confidential Information |
Restricted Markets | markets that fall out of the scope of the Services provided by VaultN and the regions and economic areas that are specifically deemed restricted and as further defined in Section 7 |
Sanctions | sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority |
Sandbox Platform | The test environment of the main website as accessible via https://sandbox.vaultn.com/ as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected to these T&Cs |
Sender | an Account sending or offering Digital Inventory to a Connection |
Services | the services provided by VaultN which are specified in Section 1 of these T&Cs |
Sub-Vaults | one or multiple secondary Vaults which are tied to and controlled through your Vault and as further defined in Section 7 |
T&Cs | these Terms and Conditions |
Users | The owner or an authorized representative of the legal entity managing the Account |
User Interface | the interface provided by VaultN where the additional features are offered by VaultN |
Vault | a digital vault in which the Digital Inventory can be stored and as further defined in Section 7 |
VaultN | VaultN B.V, a private company with limited liability, registered in the Kingdom of the Netherlands under chamber of commerce number 80101704 |
SERVICES OFFERED VIA THE PLATFORM
VaultN is a cloud-based digital distribution platform enabling the provision of the following services (“Services”):
- insert Digital Inventory and securely store it in their own digital Vault;
- distribute their Digital Inventory to Connections, create, and manage their own Vaults and distribution network;
- easily issue and replicate restrictions of distribution rights and terms;
- transparently manage and reconcile their digital sales and Digital Inventory;
- access and manage the Product Catalog and its underlying Metadata;
- view, generate, and export different types of reports; and,
- manage general settings of your Account,
You hereby accept that the Basic Features and Services listed on the Website will be selected by you from a variety of options, which may only be made available to you by VaultN. You should not share the details of your purchases with third parties. You hereby waive any claims that you may have with regards to such different applications.
BASIC FEATURES AND ADD-ONS
Each Account will have access to the following Basic Features:
- create Vault (as defined in these T&Cs)
- manage Content;
- manage Connections;
- insert Digital Inventory into your Vault (or Sub-Vaults)
- transfer Digital Inventory to other Accounts;
- allocate Digital Inventory to other Accounts;
- extract Digital Inventory from your Vault (or Sub-Vaults);
- API interfaces for automating the Basic Features; and
- Invite Other Users to your Account with different permission levels.
- Transfer charges, as outlined herein, shall apply per each unit of Digital Inventory transferred and the type of transfers that exist within the Services are as follows:
- Transfer: the transfer of Digital Inventory (one or many) from the Vault of one Account to another Account (Connection) in bulk and executed at the moment of confirmation;
- Allocation: the transfer of Digital Inventory from the Vault of one Account to another under certain conditions, where one or multiple Transfers will be triggered by certain commercial conditions. The sender can define the total amount; and
- On-demand Transfer: a transfer of Digital Inventory enabled solely on-demand, meaning by an API request approved by all Accounts in the chain. The Digital Inventory will be received and immediately transferred or extracted by the receiving Account.
Extraction charges, as further clarified on your Plan, shall apply per each unit of Digital Inventory extracted and the types of extraction that exist within the Services are as follows:
- Bulk extraction: The extraction of one or multiple items of Digital Inventory without the usage of API;
- Order: The instantaneous transaction request for extraction of a single item of Digital Inventory (activation or license key) via API;
- Keyless Order: The request for a keyless transaction for a single item of Digital Inventory (entitlement) for direct activation with a user’s library via API;
- Reservation: The reservation request for a transaction of an extraction of a single item of Digital Inventory (activation or license key) via API via the reservation process; and
- In addition to Basic Features, VaultN may make certain Add-ons available to certain Accounts. These will be offered over the User Interface. The content and pricing of such Add-ons may vary based on the selected Basic Features and Services.
VaultN reserves the right to, at any time, change and/or modify the content and pricing of the Basic Features and Add-ons by updating the Platform or the User Interface or to cease the provision of any Basic Features or Add-ons temporarily or indefinitely. You will be deemed to have accepted such changes or modifications over the Basic Features and Add-ons by continuing the use of the Basic Features and Add-ons. However, VaultN reserves the right to provide individual pricing and other terms as a separate Plan, which will then supersede the pricing of Basic Features and Add-ons published over the Platform or the User Interface.
OWNERSHIP OF VAULTN MATERIALS
This Platform and the content including but not limited to the layout, color schemes, URL’s, photos, drawings, images, font, design, graphs, pie charts, buttons, catalogs, advertisement, videos and sound front-end and back-end functions, codes, source codes, business models and all intellectual property rights included in or associated with the Platform and Services, including, but not limited to patents, copyrights, trademarks, service marks, logos and trade secrets are either owned by VaultN or owned by others and licensed to VaultN (collectively “Content”). To clarify, unless otherwise is expressly stated, VaultN is not nor ever will be the owner or licensor of any content provided by you. The ownership of the content provided by you solely belongs to you, therefore, VaultN does not accept any liability regarding to the content you provide. For the avoidance of doubt, the “Metadata” of third parties, including but not limited to game screenshots, pack shots or brand names are not owned by VaultN and are under the protection of intellectual property legislations applicable to such third party.
The Content and the marks are provided on the Platform “AS IS” for your information and personal use only. All right, title and interest in and to the Platform, Services and such Content remains with VaultN or the licensors, as applicable. Except as ordinarily occurs when a website is downloaded to your computer in the normal course of viewing such website, you may not make use of any such content on or outside of the Platform that you do not have a pre-existing legal right, title or interest in, including, without limitation, utilizing, copying, distributing, re–publishing, uploading, removing, posting, creating or attempting to create any derivative works, modifying, reverse–engineering, or transmitting any such Content, unless expressly authorized in these T&Cs. Additionally, you may not remove or alter any copyright, trademark, other intellectual property, proprietary rights notice or legend contained on the Platform or in the Content. You agree not to access the Platform and Services by any means other than through the interface VaultN provides via the Platform for use in accessing the Services. Your use of the Platform or Services does not grant you any right, license, or permission of any kind to reproduce or use VaultN’s intellectual property beyond the use intended under these T&Cs. The mere act of accessing the Platform, any of the Basic Features or Add-Ons in accordance with the provisions of this T&C do not constitute an unauthorized use of VaultN’s intellectual or industrial property rights as long as it is intended under the T&Cs.
LICENSE TO USE
Subject to your acceptance of these T&Cs, and your payment of any applicable fees, VaultN grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Platform, Content, and the Services. This license does not include any resale of the Platform, any Services, or Contents; any derivative use of the Platform, any Service or Content; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these T&Cs are reserved and retained by VaultN or its licensors, suppliers, publishers, rightsholders, or other related persons. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of VaultN.
AVAILABILITY OF PLATFORM, SERVICES, AND CONTENT
Except for any warranty provided under the Service Level Agreement, VaultN makes no representations and provides no warranties that:
- the Platform, Services and Content will be made available at any specific time or from any specific geographical location;
- your access to the Platform, Services or Content will be continuous or uninterrupted; or
- the Platform, Services, or Content will be accessible or optimized on all browsers, computers, tablets, phones, or viewing platforms.
VaultN reserves the right to suspend access to all or part of the Platform, Services or Content for any reason, including for business or operational reasons, such as improving the appearance or functionality of the Platform, content updates, periodic maintenance, or resolving any issues that VaultN becomes aware of. Wherever VaultN anticipates that VaultN is required to suspend access to the Platform, Services, or Content for a considerable period, VaultN will try to provide you with prior notice, when reasonably practicable.
You acknowledge and agree that VaultN, regardless of the device or form factor chosen, is not responsible for your software or browser compatibility and functionality, hardware, and/or network connections with the Platform, or for your resulting access to, availability of, use of, and timing, receipt, and accuracy of the information transmitted to or received from the Platform and/or its features.
ACCOUNTS, RELEGATION, AND TERMINATION
If VaultN provides you with account information such as a user name, identification number, account code, and/or password, you must keep such information confidential and secret and not disclose it to anyone.
All account information is provided for use by the named account holder only, and not for any other person, unless it is used by a group of affiliated companies (e.g., subsidiary). You are responsible for any consequences of unauthorized access to your account due to any disclosure of your account information to any third party (except for any unauthorized access and use caused by VaultN’s gross negligence or willful misconduct).
Where VaultN provides you with the option to select your own login information, including a password, VaultN recommends that you supply login information unique to your own use of the Platform, and do not use information from other accounts you may hold with other websites or any easily discoverable personal information. You are responsible for any consequences of unauthorized access to your account due to any disclosure of your login information to any third party.
You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect, or use the login credentials of other individuals. VaultN prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to VaultN upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy.
VaultN reserves the right to withdraw access to your account without notice for any actual or suspected breach of these T&Cs or any other documentation referred to in them, including, without limitation, where VaultN suspects that there has been unauthorized access to your account or any unauthorized disclosure of your login information.
If you know or suspect that the confidentiality of your login information has been compromised, for example, by the disclosure of such information to any third party, you must immediately change your password and notify VaultN by email, at [email protected]
VaultN may, at the sole discretion, downgrade your selected Features and Services you have subscribed to or terminate the use of the Features and Services and/or any Basic Features and/or Add-ons. In such case, you will be refunded subject to the terms of these T&Cs.
You declare that you are duly informed of this possibility and hereby accept any decision given by VaultN regarding relegation of Features and Services or termination of the use of the Account, and/or any Basic Features and/or Add-ons. You hereby waive any claim you may have related to this matter.
DIGITAL INVENTORY, VAULT, AND DIRECT CONSUMER SERVICES
After the creation of the user account and subject to your compliance with these T&Cs, VaultN shall assign you a digital vault (“Vault”), in which you can store your digital assets, such as activation codes or redemption keys (“Digital Inventory”). You may have some of the following authorities with regards to the management of your Vault:
- Store, secure, manage, track, and deliver Digital Inventory;
- Create, manage, and synchronize product details and Metadata in relation to the Digital Inventory;
- create, edit, and obtain a Product Catalog;
- Create and manage Sub-Vaults;
- Charge the partners and trusted third parties according to the Price Lists and/or make Promotions;
- Manage your Vault and supply chain network for the supply of your products and apply restrictions of distribution rights and agreements on Restricted Markets; and
- Assign and restrict access of Other Users to the Vault
The authorities provided above may change based on the type of the Account. Such authorities will be listed visibly on the Platform for each Account.
You hereby accept, declare, and undertake that Digital Content will not include any illegal content or content that belongs to third parties, without proper and legal authority to use such third-party content. In case VaultN receives any claim from any third party, including but not limited to governmental bodies, VaultN will direct such claim to you. You hereby agree that you assume all liability for any third-party claims regarding the Digital Content and that you will defend, indemnify, and hold VaultN harmless from such claims.
You hereby accept, declare, and undertake that you shall be solely liable for any action you or the Users perform over the Vault or any Sub-Vaults.
Any Services provided under Sub-Vaults will be billed to the Vault.
PAYMENT TERMS
The Platform may provide different Plans together with per-transaction based Charges and fees, as will be displayed to you based on your selections of the Basic Features and Services and Add-ons. VaultN retains the right to introduce changes in Plans, Charges, and fees at any time. Except for changes to Plans, Charges and fees, for which you will be given a 90 (ninety) day period for termination, as detailed under these T&Cs, you will be deemed to have accepted such changes if you continue to benefit from the Platform. In case of any changes to Plans, Charges and fees, VaultN will provide you with 90 (ninety) day notice during when you will be given the option to cancel your Plan and terminate these T&Cs with notifying VaultN. Continuing your use of the Platform after the 90 (ninety) day notice period will be considered as acceptance of such changes and the changes will apply after the notice period. If the applicable VAT rate (or other included tax or duty) changes, VaultN will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date. You hereby accept that you shall not make any claims to VaultN for changes in such subscription Plans, payment terms, Charges, and fees.
VaultN may work with third-party payment processing companies for the collection of the purchase amount. Depending on your selection, you may be subject to other terms applied by such payment processing companies. VaultN advises you to review the terms of such payment processing companies before completing your purchase. You hereby agree that VaultN is not liable for any issue regarding the payment processing procedure and that you will direct any requests regarding the payment processing to the relevant third-party payment processing company.
VaultN may work with third-party payment processing companies for the collection of the purchase amount. Depending on your selection, you may be subject to other terms applied by such payment processing companies. VaultN advises you to review the terms of such payment processing companies before completing your purchase. You hereby agree that VaultN is not liable for any issue regarding the payment processing procedure and that you will direct any requests regarding the payment processing to the relevant third-party payment processing company.
Once your order is processed, you can begin to use your purchase. In case you purchase any Basic Feature or Add-on, you authorize VaultN to store your payment method(s) and automatically charge your payment method(s) every month until you cancel. VaultN will automatically charge you the then-current rate for your Plan, plus applicable taxes (such as VAT), every month until you cancel.
All payments to be made to VaultN shall be invoiced and paid within 30 (thirty) days following the receipt of the invoice.
Your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, or biometric recognition. When you authenticate, you also accept to timely perform the payments to VaultN in the currently selected payment method for the Account. In case you fail to timely perform any payment, in addition to the termination these T&Cs and your Account, you will be charged with an interest rate of ECB annual rate plus 4%, which will be applied daily for each late day of payment. Some additional purchases may occur when VaultN charges your selected payment method in connection with a recurring subscription or when you add or change licenses or products.
Additionally, you may be able to access insurances for your Account. These insurances may be visualized through the Platform for approved portions of your Digital Inventory. If you elect to benefit from such insurances, you accept that you may be charged for such insurances in addition to your current Plan. The amount to be charged for insurance may vary depending on the number of Vaults and Sub-Vaults. You acknowledge and accept that VaultN is neither the provider nor agent for any of the insurances provided, thus, VaultN is not in a contractual partnership for any insurance, and that you shall communicate with the relevant insurance provider regarding any issues.
USER REPRESENTATIONS
By using the Platform and Vault, you represent and warrant that: (1) you are legally authorized to engage in transactions and to bind the company on behalf of whom you are conducting transactions, (ii) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these T&Cs; (5) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Platform for any illegal or unauthorized purpose; and (7) your use of the Platform will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, VaultN has the right to suspend or terminate your account and refuse all current or future use of the Platform (or any portion thereof).
As a User registered to the Platform, you agree to the following:
- You warrant that you are legally authorized to transfer the Digital Inventory to your recipient and that you are solely responsible and liable for the Digital Inventory itself and the transfer of such Digital Inventory.
- You acknowledge and agree that VaultN is not liable for any matters (e.g., the Digital Inventory not being suitable for commercial use) in relation to the Digital Inventory.
- You acknowledge and agree that you are solely responsible and liable for the legal and contractual basis of the transfer, if any. VaultN is not required to and shall not control the legal basis for the transfer of the Digital Inventory.
- You acknowledge and agree that you are solely responsible for following any Product Catalog. If you (i) REPORT/UPLOAD any data, you must have obtained the respective permissions to doing so and/or own (directly or indirectly) the rights and (ii) DOWNLOAD/USE any data, you must have also obtained authorization to do so. This feature is for convenience only and does not give you the right to add any data to your own website, blogs, or other content for being used outside VaultN.
- You acknowledge and agree that the choice and, thus, the liability with respect to Restricted Markets and the markets where the products may be sold remains solely with You. VaultN hereby waives any liability related thereto and may only identify the IP country related to a specific IP address communicated.
- You acknowledge and agree that you will indemnify and hold VaultN harmless in case you use the Platform for performing Prohibited Activities as further detailed below.
PROHIBITED ACTIVITIES AND SANCTIONED COUNTRIES
Following are considered Prohibited Activities under these T&Cs:
- Circumvent, disable, or otherwise interfere with security-related features of the Platform,
- Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
- Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform.
- Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
- Use the Platform in a manner inconsistent with any applicable laws or regulations.
Any use of the Platform in violation of the foregoing violates these T&Cs and may result in, among other things, termination, or suspension of your rights to use the Platform.
Neither you, nor any person having a direct or indirect beneficial interest in your entity, or any person for whom you are acting as agent or nominee in connection with these T&Cs, has been or is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority, especially (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which VaultN is prohibited from dealing with under applicable Laws. VaultN reserves the right not to provide Services in case it suspects that you may not be eligible to Services as per the preceding article.
TERM AND TERMINATION, SUSPENSION OF ACCOUNTS AND USERS
These T&Cs shall remain in full force and effect while you continue to have an Account on the Platform.
Users may – depending on the rights assigned to them – terminate any Feature or Service or the entire Account at any time. However, in the event of existing transfer allocations, such allocations cannot be cancelled unless mutually agreed by the Account and the recipient and the Account shall perform its contractual obligations towards any third parties via other means.
For the avoidance of doubt, under no circumstances is VaultN responsible and/or liable for the fulfillment of any contractual obligations of third parties. Without prejudice to any other provisions of these T&Cs, VaultN reserves the right to, at the sole discretion and without notice or liability, deny access to and use of the site, to any User for any reason or for no reason. VaultN may terminate your use of the site or delete your account and any content, without warning at the sole discretion, in case VaultN has a reasonable suspicion that your use of the Platform is in breach of these T&Cs or applicable laws.
If VaultN terminates or suspend your account for any reason, User is prohibited from registering and creating a new account. In addition to terminating or suspending your account, VaultN reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
USAGE OF DATA AND DATA RELATED TO CONSUMERS
VaultN will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although VaultN performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that VaultN shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against VaultN arising from any such loss or corruption of such data.
Additionally, you are liable for ensuring that all the documents, agreements, or clarification texts necessary under the applicable laws are in place and signed by the consumers to whom you are providing services, with respect to processing any personal data or other data (such as behavioral data and purchases made by such consumer) related to the consumers and transferring these data to VaultN. In such documents, you are obligated to clearly express that VaultN will be able to store such data for the intention of storing specific purchases in order to manage the interaction and access the purchased products. You hereby accept, declare, and undertake that you will be liable for the requests made by any consumer or third party related to the lack of legal structure in order to allow VaultN to perform any actions specified in these T&Cs.
MODIFICATIONS AND INTERRUPTIONS
VaultN reserves the right to change, modify, or remove the contents of the Account, Platform, Services, and Features at any time or for any reason at the sole discretion without notice.
VaultN also reserves the right to modify or discontinue all or part of the Account, Platform, Services, or Features without notice at any time. VaultN cannot guarantee the Platform, Services, or Features will be always available. VaultN may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. VaultN reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you.
VaultN commits to provide an uptime based on the Service Level Agreement, which can be found here, excluding planned downtime together with any downtime arising from problems related to third parties. You agree that VaultN has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these T&Cs will be construed to obligate VaultN to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
You will be deemed to have accepted this article in case you continue to use the Account, Platform, Services, or Features after any such change and you hereby waive any right you may have related thereto.
CANCELLATION AND REFUND
You can cancel or change your subscription plan by contacting VaultN using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with the services, please email VaultN at [email protected].
You may submit a request for cancellation and refund at any time through the options available in your user account or by sending an e-mail to: [email protected]
After you submit your cancellation and refund request through available channels, the teams will review your request and will calculate the amount to be refunded. After this assessment, you will be notified about the refundable amount (if any).
For Add-ons:
- The number of days of use until the date on which the refund request was submitted
- The discount received for Add-ons under the applicable Account
After the calculation is done for each applicable items as stated below, the amounts calculated by the teams will be charged to you. The charged amount will be retained from the amount to be refunded. You hereby accept that VaultN is entitled and authorized to retain the calculated difference required to be charged to you.
VaultN teams will calculate the refund amount as follows:
For Add-ons:
If you wish to cancel one or multiple Add-ons, VaultN teams will first determine the pro rata value to be refunded. For example, if you wish to refund on the 5th day of purchase, you will be entitled to a refund of the package, after deducting the amount to be charged for each day of use.
After the amount to be refunded is calculated by VaultN, VaultN will contact the officials of the payment method you have selected and initiate the refund process. Please note that the exact refund date may vary depending on the payment mediator. VaultN makes no promises as to the exact date of such refund and you hereby agree to hold VaultN free from any liability regarding refund dates.
CONFIDENTIALITY
“Confidential Information” means any written or oral information, or information which a reasonable person would consider confidential based on the circumstances of disclosure or the nature of the information, such as business, financial, technical, sales or customer information, product development plans, source code, technology, specifications, processes, diagrams, manuals, unpublished content and personal data, and which is disclosed by or on behalf the Disclosing Party to the Receiving Party in connection with these T&Cs, but Confidential Information shall not include any such information which (a) was in the public domain prior to the execution of these T&Cs, (b) becomes part of the public domain through no wrongful action by the Receiving Party; (c) was already known by the Receiving Party without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information.
The Receiving Party shall hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own confidential or proprietary information, but in no event shall it use less than reasonable care, and it shall not disclose or transfer Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party may use Confidential Information solely for the purpose of exercising its rights or performing its obligations under these T&Cs. Notwithstanding the foregoing, (a) the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees solely on a need-to-know basis and is responsible for all acts and omissions of its employees with respect to such Confidential Information; and (b) if the Receiving Party is requested or required by law (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request(s) (if permitted by law) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of these T&Cs. If such protective order or other remedy is not obtained, or if the Disclosing Party grants a waiver hereunder, the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which the Receiving Party is legally compelled to disclose and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information so furnished.
The Parties agree that any breach of this Section may cause irreparable injury not adequately compensable with monetary damages. Accordingly, in addition to any rights otherwise available at law, in equity or by statute, the non-breaching Party is entitled to seek injunctive and other equitable relief on behalf of itself and its affiliates in the event of a breach or threatened breach of this Section. At any time, the Disclosing Party may provide a written request to the Receiving Party requiring the Receiving Party to destroy or return, at the Receiving Party’s discretion, any Confidential Information of the Disclosing Party in the possession or control of the Receiving Party and certify the completion of such to the Disclosing Party; provided, however, that in the event any Confidential Information is held by the Receiving Party as part of the Receiving Party’s regularly-scheduled data back-up and data protection procedures, or in the event the Receiving Party is required to maintain the Confidential Information in order to comply with Applicable Law, such data may remain in the Receiving Party’s possession for a limited amount of time pursuant to such procedures or applicable law and in accordance with these T&Cs.
INSURANCE
VaultN currently has several insurance policies that may be applicable to your Account. Insurances are not offered, sold, distributed or otherwise supplied by VaultN, but they are instead provided by a third-party insurance provider. These insurances are optional and will only apply to those Accounts who specifically request to be insured. Should you choose to benefit from such insurances in order to mitigate risks and prevent damages, you can notify VaultN at any time. VaultN reserves the right to charge insured Accounts for the insurance amount and to change the type of insurance available to you at any time.
You hereby acknowledge and agree that VaultN does not, nor does it intend to act as an insurance supplier or provider. Any insurance made available through VaultN is provided by third party insurance suppliers or providers under their own terms, and VaultN has no right or discretion to determine, change or amend the terms under which such insurances will be provided.
If you elect to benefit from insurances, VaultN will provide you with certain Documentation regarding such insurance and you, by accepting to be insured, will be deemed to have accepted to be bound by such terms informed to you by VaultN with respect to the selected insurances. VaultN reserves the right to change the terms related to the availability of the insurances any time and will, on best effort basis, notify you about the changes in a reasonable period.
INDEMNIFICATION
You agree to defend, indemnify, and hold VaultN harmless, including the subsidiaries, affiliates, and all of the respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Platform, Services or Features; (2) breach of these T&Cs; (3) any breach of your representations and warranties set forth in these T&Cs; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Platform with whom you connected via the Platform. Notwithstanding the foregoing, VaultN reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify VaultN, and you agree to cooperate, at your expense, with the defense of such claims. VaultN will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
DISCLAIMER
THE PLATFORM, SERVICES, BASIC FEATURES AND ADD-ONS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VAULTN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS, OR IMPLIED, AS TO:
- THE SERVICES, BASIC FEATURES, ADD-ONS;
- THE PLATFORM CONTENT;
- DIGITAL INVENTORY; OR
- SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE PLATFORM.
IN ADDITION, VAULTN HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
VAULTN DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, PLATFORM, BASIC FEATURES OR ADD-ONS WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. VAULTN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES, PLATFORM, BASIC FEATURES OR ADD-ONS ARE ACCURATE, COMPLETE OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THESE IS AT YOUR SOLE RISK. VAULTN DOES NOT WARRANT THAT YOUR USE OF THE SERVICES, PLATFORM, BASIC FEATURES OR ADD-ONS IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND VAULTN SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE T&Cs.
BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM, SERVICES, BASIC FEATURES AND ADD-ONS.
VAULTN DOES NOT ENDORSE THE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ACTION OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY DIGITAL INVENTORY.
LIMITATION OF LIABILITY
Except for the damages consisting of personal injury or death, or damages caused by willful misconduct or gross negligence, a claim arising from a breach of the confidentiality provisions herein, or a claim for indemnity hereunder, neither party shall be liable for any incidental, indirect, special, exemplary or consequential damages whatsoever, including, without limitation, damages for loss of production or business profits, business interruption or loss of data or other business information, arising out of the usage of the Platform (including, without limitation, your access or use thereof or inability to access or use same, or the performance or non-performance thereof). VaultN shall in no event be liable towards any of your contracting parties and/or any other third party.
Except for the damages consisting of personal injury or death, damages caused by willful misconduct or gross negligence, a claim arising from a breach of the confidentiality provisions herein, or a claim for indemnity hereunder, each party’s total liability, shall in no event exceed the amount of charges already accrued by you pursuant to these T&Cs within the twelve (12) months prior to the event(s) giving rise to such liability.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Platform, sending VaultN emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications VaultN provides to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by VaultN or via the site.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
FORCE MAJEURE
If VaultN, for any reason beyond its reasonable control, such as an act or threat of terrorism, war, emergency, act of God, work stoppage, or other similar event, is not able to provide perform its obligations under this Agreement, it is agreed that such non-performance shall be excused during such time period and shall not be a default of these T&Cs.
GOVERNING LAW
These conditions are governed by and interpreted following the laws of the Netherlands, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. VaultN B.V and yourself both agree to submit to the exclusive jurisdiction of the courts of Amsterdam.
MISCELLANEOUS
These T&Cs and any policies or operating rules posted by VaultN on the Platform or in respect to the Account, Platform, Services, and Features constitute the entire agreement and understanding between you and VaultN. the failure to exercise or enforce any right or provision of these T&Cs shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. VaultN may assign any or all the rights and obligations to others at any time. VaultN shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond the reasonable control. If any provision or part of a provision of these T&Cs is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these T&Cs and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and VaultN as a result of these T&Cs or use of the Platform. You agree that these T&Cs will not be construed against VaultN by virtue of having drafted them. You hereby waive all defenses you may have based on the electronic form of these T&Cs and the lack of signing by the parties hereto to execute these T&Cs.
CONTACT VAULTN
In order to resolve a complaint regarding the Platform, exercise your data subject rights or if you believe that your Intellectual Property is infringed, please contact VaultN at:
Mail:
VaultN B.V
Nieuwezijds Voorburgwal 292 IV
Amsterdam 1012 RT
Netherlands
E-mail: [email protected]