iKeyVault Terms of Service
Updated: January 15, 2019
Welcome to iKeyVault!
iKeyVault, Inc. (a Wyoming corporation) is the owner of iKeyVault, an end-user online digital vault, variations thereof, such as iKeyVault Smart and iKeyVault Genius, the iKeyVault App, iKeyVault browser extensions, name, logo, copyrights, and all other all iKeyVault related data and applications. (iKeyVault”, “we”, “us”, or “our”) operates www.ikeyvault.com (the “Site”) and provides our users (each user, “you”) with the iKeyVault software application, a web assistant designed to simplify and expedite your experience on the web by holding personal data in a secure vault and actively using it to perform online transactional and navigational processes (the “App”, which term means both our mobile application(s) and the browser-based software), as well as a number of related services enabled via the Site and App (collectively, the “Services”). The following terms and conditions (the “Terms”) form a binding agreement between you and us regarding your use of the Site and Services.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE SITE, THE APP, OR THE SERVICES. THE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. BY ENTERING INTO THESE TERMS, YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW OR TO PURSUE AN ACTION AS A MEMBER OF A CLASS. PLEASE SEE SECTION 20 BELOW FOR MORE INFORMATION REGARDING ARBITRATION AND HOW IT DIFFERS FROM A PROCEEDING IN A COURT OF LAW.
IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT IKEYVAULT’S THEN-CURRENT FEE FOR SUCH SERVICES, UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 8(d) BELOW.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms will control with respect to such Service.
SECTION I: REGISTRATION
- Accounts. To use our Services, you must download the iKeyVault Browser Extension or plugin “App” (unless the App has been pre-installed on your computer or mobile device), register online or through the App and set up an account (an “Account”) with us by providing your email address (the “Account Email”), your phone number (the “Account Phone number”) and selecting a User Defined Passcode (the “User Defined Passcode”) (collectively, the Account Email, phone number and User Defined Passcode are the “Account Credentials“). Your Account may be for a free version (“iKeyVault Smart”) or for an enhanced version (“iKeyVault Genius”). Each version may have different features enabled and you may only use the futures applicable to the version you have registered for. Except as provided in Sections 3(d) and 5, you may not transfer or share your Account Credentials with any third parties, and you are solely responsible for maintaining the confidentiality of your Account Credentials. You acknowledge and agree that we rely on Account Credentials to know whether users using our Services are authorized to do so. You agree to be responsible for any act or omission of any users that access the Site or Services under Your Account Credentials. PLEASE BE AWARE THAT, TO MAINTAIN THE INTEGRITY, SAFETY AND SECURITY OF YOUR STORED DATA (AS DEFINED IN SECTION 3(e)), IKEYVAULT DOES NOT STORE, HAVE ACCESS TO, OR HAVE ANY MEANS OF RECREATING YOUR USER DEFINED PASSCODE. WE ARE NOT RESPONSIBLE FOR ANY INABILITY TO ACCESS YOUR ACCOUNT, OR INABILITY TO ACCESS ONLINE ACCOUNTS OR STORED DATA, CAUSED BY YOUR LOSS OF THE USER DEFINED PASSCODE.
- Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract in the jurisdiction from which you are accessing the Services, or doing so with the consent of a parent or guardian if you are not of such age; and (3) not a person barred from using the Site, App or Services (collectively, the “iKeyVault Properties”) under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict, as appropriate, use by minors, and you will accept full responsibility for any authorized or unauthorized use of the iKeyVault Properties by minors. You may not share your Account or User Defined Passcode with anyone, and you agree to (1) notify iKeyVault immediately of any unauthorized use of your passcode or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or iKeyVault has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, iKeyVault has the right to suspend or terminate your Account and refuse any and all current or future use of the iKeyVault Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
SECTION II: OUR VAULT (“APP”)
- License. Subject to the terms of these Terms of Service, iKeyVault grants you a personal, limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to download and install the App in object code format, on one or more computer(s) and/or mobile device(s) for your personal or internal business purposes. This license does not entitle you to receive from iKeyVault hard-copy documentation, support, telephone assistance, or enhancements or updates to the App, though we may provide any of the foregoing in our sole discretion. In addition to the other restrictions set forth herein, you may not incorporate, integrate or otherwise include the App or any portion thereof into any other software, program or product.
- Updates. You understand that the iKeyVault Properties are evolving. As a result, iKeyVault may require you to accept updates to the iKeyVault Properties that you have installed on your computer and/or mobile device. You acknowledge and agree that iKeyVault may update the iKeyVault Properties with or without notifying you.
- Dependencies. The iKeyVault Properties are designed to work with a number of third-party mobile applications and other applications, however, the continued compatibility of iKeyVault with any specific application is partially dependent on that third-party. In order to maintain compatibility with specific applications you may need to update the App from time-to-time and/or you may need to update the third-party application. iKeyVault cannot promise that all currently supported third-party applications will remain compatible with iKeyVault.
- No Duty to Correct Errors. You acknowledge and agree that iKeyVault has no obligation to correct any defects or errors with the iKeyVault Properties or provide any support services, regardless of whether you inform iKeyVault of such defects or errors or iKeyVault otherwise is, or becomes aware of, such defects or errors.
SECTION III: SPECIAL FEATURES AND FUNCTIONS. In connection with our Services, iKeyVault offers features that are convenient, save you time and dramatically increase the security of your data. The availability of certain features and restrictions on use in connection with our Smart and Genius subscription services can be found at https://www.ikeyvault.com/subscriptions. In connection with your use of certain features, you agree as follows. Certain features are not available with certain account types or in certain jurisdictions.
- Emergency Contacts. You may designate an individual as your emergency contact and set parameters around release of your Third-Party Account Information, including a waiting period after we receive a request from an emergency contact for you to respond to such request. You agree that provided the parameters for release are met, iKeyVault may release your Third-party Account Information to any person you designate as an emergency contact and you release iKeyVault from any and all liability and waive any claim you may have as a result of or in connection with such release made consistent with the then-current parameters. It is your responsibility to ensure that any emergency contact information and release parameters are kept up to date at all times.
- Account Manager. iKeyVault Account Manager allows you save, manage and share your online accounts via the App. For security reasons, you must manually enter the account URLs, usernames and third-party passwords into the Account Manager. You may determine and control the specific passwords used on individual destination websites (and select third-party downloadable mobile apps) stored in your Account Manager, “Managed Accounts”. We explicitly do not represent that such passwords are not hackable or otherwise immune to attack. We also make no guarantees that you will be able to use the Account Manager in connection with every website (or third-party mobile app), as many websites are not equipped to handle the iKeyVault technology. iKeyVault is not liable for your inability to use any website (or third-party mobile app) resulting from your use of Account Manager.
- Private Key Vault. With our Private Key Vault (soon to be available) you can store your private keys to your financial and currency accounts including crypto-currency accounts, in a single location and even share these accounts with specific persons for a limited or unlimited period of time. You are solely responsible for ensuring that the information we have about your private keys is accurate and up to date, and that your use of the iKeyVault Digital Wallet complies with the terms and conditions that govern the private keys that you store in the App. iKeyVault assumes no responsibility for any transaction made by accessing a private key from the Private Key Vault. You are responsible for all uses, weather legal or illegal, that result from transactions made using the Private Key Vault. We are not liable for any transaction that is made, or the use of, (or not made in the unlikely event that you are not able to conclude a transaction) your Private Keys stored or your Private Key Vault.
- Providing Shared Access. iKeyVault enables you to share access for your third-party accounts, including the information stored in your Private Key Vault, for a limited or unlimited period of time, with other users of the Services that you designate (each, a “Recipient”). By accessing the sharing function of the Services, you are authorizing iKeyVault to allow access, to Third-party Accounts with the Recipients. For obvious reasons, you should be very careful about who you choose to provide Third-party Account access to. You are solely responsible for granting or revoking a Recipient’s access to your Third-party Account Information at all times. You acknowledge and agree that iKeyVault has no control over any Recipient, and that iKeyVault will not be liable for, and you hereby waive, any claim you may have arising from the actions of any Recipient with respect to such Third-party Account access.
- Cloud Data. All your data including authentication credentials, variables, computation strings and third-party credentials are stored in encrypted form in the cloud, and iKeyVault has no access to such data. Although the Data is stored using strong encryption, iKeyVault cannot and does not guarantee the security, completeness, integrity or accuracy of any of the Data or that the Data will not be corrupted or lost. You acknowledge that iKeyVault does not screen any Data. You are solely responsible for, and iKeyVault recommends that you confirm the accuracy of, the Data that is input to a web page by the App each and every time you use the App.
- Downloaded Data. The As all your credentials and data is stored in the cloud in encrypted form, your credentials, third-party websites, or other data is not required to be downloaded and saved on any computer or mobile device.
- Identity Theft Insurance Waiver. iKeyVault does not provide any insurance against Identity Theft. You hereby waive your right to making any claims against iKeyVault for Identity theft of data breaches.
SECTION IV: OWNERSHIP
- iKeyVault Properties. Except with respect to Account Email and Stored Data, you agree that iKeyVault and its licensors own all rights, title and interest in the iKeyVault Properties, including all content, data, information, text, software, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the iKeyVault Properties (“iKeyVault Content”). You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the iKeyVault Properties.
- Your Content. iKeyVault does not claim ownership of any content, data, information, or other materials you post, upload to, or otherwise make available on the iKeyVault Properties, including your Account Email, Stored Data and Third-party credentials (collectively, “Your Content”). You grant us a non-exclusive, royalty-free, fully paid, sub-licenseable, transferable, worldwide license, to reproduce, digitally transmit and use Your Content for the sole purpose of providing you the Services.
- Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account (but not Your Content) are and shall forever be owned by and inure to the benefit of iKeyVault.
SECTION V: GENERAL RULES OF USER CONDUCT.
Your use or and access to the iKeyVault Properties is subject to your compliance with these Terms, including this Section 5. Except as expressly permitted herein, you agree not to, and represent and warrant that you will not:
- License, sell, rent, lease, reproduce, resell, transfer, assign, distribute host or otherwise commercially exploit the iKeyVault Properties or any portion of the iKeyVault Properties;
- Conduct or promote any illegal activities while using the iKeyVault Properties;
- Upload or distribute any content to the iKeyVault Properties that is or may be harmful to minors;
- Upload or make available any content that violates the rights of any third-party, including any third-party’s intellectual property rights;
- Reverse engineer, disassemble, decompile, or translate or jeopardize the correct functioning of the iKeyVault Properties, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the iKeyVault Properties;
- Attempt to gain access to secured portions of the iKeyVault Properties to which you do not possess access rights, including the Stored Data of any other iKeyVault user who is not using the Services to share data with you;
- Upload or transmit any form of virus, worm, Trojan horse, or other malicious code to the iKeyVault Properties;
- Use any automatic, electronic or manual process to harvest information from the iKeyVault Properties (including without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of the iKeyVault Properties or interfere with or disrupt any servers or networks connected to the iKeyVault Properties, or disobey any requirements, procedures, policies or regulations of networks connected to the iKeyVault Properties;
- Institute, assist, or become involved in any type of attack, including, without limitation, distribution of a virus, denial of service attacks upon the iKeyVault Properties, or other attempts to disrupt the iKeyVault Properties or any other person’s use or enjoyment of the iKeyVault Properties;
- Attempt to probe, scan, or test the vulnerability of any iKeyVault system or network, or breach any security or authentication measures of the iKeyVault Properties;
- Disrupt or interfere with the security of, or otherwise cause harm to, the iKeyVault Properties, systems, resources, accounts, passcodes, servers or networks connected to or accessible through the iKeyVault Properties or any affiliated or linked sites;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
- Mirror or frame the Site or any content, place pop-up windows over its pages, or otherwise affect the display of its pages.
SECTION VI: FEEDBACK. You agree that the submission by you of any ideas, thoughts, criticisms, suggested improvements or other feedback related to iKeyVault, or the iKeyVault Properties (collectively “Feedback“), is at your own risk and that iKeyVault has no obligation (including without limitation any obligation of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant iKeyVault a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
SECTION VII: App Stores. You acknowledge and agree that, with respect to mobile Apps, the availability of the App is dependent on the third-party from whom you received the App license, e.g., the Apple App Store or Google Play Store (“App Store”). You acknowledge that these Terms are between you and iKeyVault and not with the App Store. iKeyVault, not the App Store, is solely responsible for the iKeyVault Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the iKeyVault Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the iKeyVault Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.
SECTION VIII: Fees and Purchase Terms
- You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide iKeyVault with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or other payment provider (such as PayPal) (each, a “Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement, and not these Terms, governs your use of the designated Payment Provider, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing iKeyVault with your Payment Provider information, you agree that iKeyVault is authorized to immediately invoice and charge your Account for all fees and charges due and payable to iKeyVault hereunder and that no additional notice or consent is required. You agree that iKeyVault may securely store your Payment Provider details for future payment processing and you agree to immediately notify iKeyVault of any change in your billing address and/or the Payment Provider information used for payment hereunder. iKeyVault reserves the right at any time to change its prices and billing methods, either immediately upon posting on the iKeyVault Properties or by e-mail delivery to you.
- Service Subscription Fees. You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your subscription package (each, a “Service Commencement Date”), irrespective of length of initial subscription (annual or otherwise). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and iKeyVault for the Services until iKeyVault accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
- iKeyVault’s fees are net of any applicable Sales Tax (as defined below). If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to iKeyVault, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify iKeyVault for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that iKeyVault is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
- Automatic Renewal. Your subscription will continue until you terminate your subscription in accordance with the Terms of Service. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at iKeyVault’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at any time prior to the Renewal Commencement Date by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page or by cancelling within 30 days of renewal. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, you must do so through your iKeyVault Account online or e-mail us at email@example.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you wish to receive a refund for a payment for a pre-paid Genius subscription to iKeyVault for a future period in accordance with these terms, you must request refund through your iKeyVault Account online or the refund page on our website. By subscribing, you authorize iKeyVault to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if iKeyVault does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that iKeyVault may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
- Free Trials and Other Promotions. Certain iKeyVault services (iKeyVault Smart Services) are available at no cost. In addition to these free services, we may provide that certain enhanced features or functions be made available to you on a free trial basis for a limited period of time (each a “Trial Service”). At the end of the trial period, your use of that Trial Service will expire and any further use of the Trial Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription prior to the expiry of a free trial period, please contact iKeyVault to have the charges reversed.
- You must notify us in writing within seven (7) days after receiving your Payment Provider statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: support@iKeyVault.com.
SECTION IX: TERMINATION
- Term. These Terms will commence as of the date you accept them (as described in the preamble above) and remain in full force and effect while you use the iKeyVault Properties, unless terminated earlier in accordance with the terms herein.
- Termination of Services by iKeyVault. You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case iKeyVault will refund your Service Subscription Fee, if already paid, for the applicable Service. Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if iKeyVault is required to do so by law (e.g., where the provision of the Site, the App or the Services is, or becomes, unlawful), iKeyVault has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in iKeyVault’s sole discretion and that iKeyVault shall not be liable to you or any third-party for any termination of your Account.
- Termination of Services by You. If you want to terminate the Services provided by iKeyVault, you may do so by (a) notifying iKeyVault at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to iKeyVault’s address set forth below.
- Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service (unless you re-subscribe). Termination of all Services may also include deletion of any of your Account Credentials, Third-party Data, Your Content, and all related information, files and content associated with or inside your Account. Please note that any termination of the Services will not delete any Stored Data on your device and/or computer, and you are solely responsible for the deletion of such Stored Data. iKeyVault will not have any liability whatsoever to you for any suspension or termination. All provisions of these Terms which by their nature should survive, shall survive termination of Services, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.
- Moving from Genius Version Back to Smart Version. You may elect to terminate your Genius subscription to the iKeyVault Properties and continue to use the free version (if it is still offered by iKeyVault at that time). If you do, your Account Credentials, Third-party Data and all related information, files and content associated with or inside your Account will remain available to you, but you will not have access to certain features that are only available to Genius subscribers.
SECTION X: REMEDIES
- If iKeyVault becomes aware of any possible violations by you of these Terms, iKeyVault may investigate such violations. If, as a result of the investigation, iKeyVault believes that criminal activity has occurred, iKeyVault may refer the matter to, and to cooperate with, any and all applicable legal authorities. iKeyVault is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the iKeyVault Properties in iKeyVault’s possession in connection with your use of the iKeyVault Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce these Terms, (3) respond to any claims that your Data violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of iKeyVault, users of the iKeyVault Properties or the public, and all enforcement or other government officials, as iKeyVault in its sole discretion believes to be necessary or appropriate.
- In the event that iKeyVault determines, in its sole discretion, that you have breached any portion of these Terms, iKeyVault reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to iKeyVault) that you have violated these Terms;
- Delete any Data provided by you or your agent(s) to the iKeyVault Properties where doing so will correct the breach;
- Discontinue your registration(s) with the any of the iKeyVault Properties, including any Services;
- Discontinue your subscription to any Services;
- Notify and/or send your Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
- Pursue any other action which iKeyVault deems to be appropriate.
- No Subsequent Registration. If your registration(s) with or ability to access the iKeyVault Properties is discontinued by iKeyVault due to your violation of these Terms, then you agree that you shall not attempt to re-register with or access the iKeyVault Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those iKeyVault Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, iKeyVault reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
SECTION XI: DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE IKEYVAULT PROPERTIES IS AT YOUR SOLE RISK. THE IKEYVAULT PROPERTIES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. IKEYVAULT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE IKEYVAULT PROPERTIES WILL MEET YOUR REQUIREMENTS, OR THAT THE IKEYVAULT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE IKEYVAULT PROPERTIES, OR THAT DEFECTS IN THE IKEYVAULT PROPERTIES CAN OR WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IKEYVAULT PROPERTIES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO CONTENT, ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE IKEYVAULT PROPERTIES, OR OTHERWISE, WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. IKEYVAULT DOES NOT WARRANT THAT YOUR CONTENT, STORED DATA WILL BE SECURE, WILL NOT BE CORRUPTED OR WILL NOT BE LOST.
SECTION XII: LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT IKEYVAULT IS ONLY WILLING TO PROVIDE ACCESS TO AND USE OF THE IKEYVAULT PROPERTIES PURSUANT TO THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL IKEYVAULT OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS (COLLECTIVELY, “IKEYVAULT PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE IKEYVAULT PROPERTIES, OR, DAMAGES OR COSTS DUE TO LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF THE IKEYVAULT PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RESULTING FROM: (1) THE USE OR INABILITY TO USE THE IKEYVAULT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE IKEYVAULT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE IKEYVAULT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE IKEYVAULT PROPERTIES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL THE IKEYVAULT PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY IKEYVAULT AS A RESULT OF YOUR USE OF THE IKEYVAULT PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID IKEYVAULT ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, IKEYVAULT’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO NINETY-NINE DOLLARS ($99). IN NO EVENT WILL THE IKEYVAULT PARTIES BE LIABLE TO YOU OR ANY THIRD-PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY USER OF THE IKEYVAULT PROPERTIES. NOTWITHSTANDING THE FOREGOING, IKEYVAULT DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN IKEYVAULT PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN IKEYVAULT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
SECTION XIII: FORCE MAJEURE. Under no circumstances will iKeyVault or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
SECTION XIV: INDEMNIFICATION. You agree to indemnify, defend and hold harmless the iKeyVault Parties from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from: (a) your use of the iKeyVault Properties; (b) any of Your Content, Stored Data, or third-party Data; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity in connection with the iKeyVault Properties. This provision does not require you to indemnify any of the iKeyVault Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the iKeyVault Properties or any Services provided hereunder.
SECTION XV: Third-party Content and Other Websites. Content or services from advertisers and other third parties may be made available to you through the iKeyVault Properties. iKeyVault does not have any control over any such content, and therefore will not be responsible or liable for any such content. The iKeyVault Properties may also contain links to websites not operated by iKeyVault. When you click on a link to a third-party website or ad, we will not warn you that you have left the iKeyVault Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. iKeyVault provides these third-party websites and ads only as a convenience and does not monitor, review, approve, endorse, warrant, or make any representations with respect to any third-party websites and ads, or their content, products, or services. You use all links in third-party websites and ads at your own risk.
SECTION XVI: ELECTRONIC COMMUNICATIONS. The communications between you and iKeyVault use electronic means, whether you visit the iKeyVault Properties or send iKeyVault emails, or whether iKeyVault posts notices on the iKeyVault Properties or communicates with you via email. For contractual purposes, you (i) consent to receive communications from iKeyVault in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications“) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your further consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below, with the understanding that you will continue to receive administrative and legally required Communications. If you withdraw your consent, from that time forward, you must stop using the iKeyVault Properties. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
SECTION XVII: GENERAL TERMS. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. THE TERMS, THE RELATIONSHIP BETWEEN YOU AND IKEYVAULT, AND ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF WYOMING, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT COUNTRY OR STATE. YOU CONSENT TO PERSONAL JURISDICTION AND VENUE IN, AND AGREE TO SERVICE OF PROCESS ISSUED OR AUTHORIZED BY, ANY COURT LOCATED IN THE STATE OF WYOMING, UNITED STATES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE SALE OF GOODS DOES NOT APPLY TO THESE TERMS. These Terms are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms to anyone else, and any attempted assignment or delegation is void. Any delay or failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. These Terms constitute the complete and exclusive agreement between you and iKeyVault with respect to the subject matter hereof, and supersede all prior oral or written understandings, communications or agreements. If any part or parts of these Terms is or are found to be invalid or unenforceable, such portion(s) shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remainder of these Terms will continue in full force and effect.
SECTION XVIII: U.S. GOVERNMENT USERS. Each of the components that constitute the App or any other software related to the Services and its related documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the App and any other software component of the Services and any documentation provided therewith with only those rights set forth in this Agreement.
SECTION XIX: NOTICE. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@iKeyVault.com or as otherwise expressly provided. Please report any violations of these Terms to support@iKeyVault.com.
SECTION XX: ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. PLEASE READ THIS ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR RIGHTS AND IS PART OF YOUR CONTRACT WITH IKEYVAULT. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All controversies, disputes, demands, counts, claims, or causes of action between you and iKeyVault arising out of, under, or related to these Terms, our privacy practices (including any action we take or authorize with respect to information about or provided by you), or the iKeyVault Properties and Services shall be resolved exclusively on an individual basis through binding arbitration under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and to iKeyVault, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to iKeyVault should be sent to: iKeyVault, Inc., Legal Department, 35 S Edison Street, Arlington, VA 22204, United States. After the Notice is received, you and iKeyVault may attempt to resolve the claim or dispute informally. If you and iKeyVault do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at Wyoming Registered Agent Services LLC. 1993 Dewar, Rock Springs, WY 82901. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Arbitration shall be initiated through JAMS, Inc. f/k/a Judicial Arbitration and Mediation Services (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section. If JAMS is not available to arbitration, the parties will agree to select an alternative ADR Provider. The rules of the ADR Provider will govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Comprehensive Arbitration Rules and Procedures governing the arbitration are available online at www.jamsadr.com (“JAMS Rules”). The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If you initiate an arbitration in which you seek less than $500 in damages and comply with the Terms, including the Notice Requirement, iKeyVault shall reimburse you for your JAMS filing fee, and shall pay all administration and arbitrator fees up to a total amount of $500. If the Arbitrator grants you an award, iKeyVault will reimburse your reasonable attorneys’ fees.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and iKeyVault, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and iKeyVault.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY, instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and iKeyVault in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND IKEYVAULT WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Severability. If any part or parts of this Arbitration Agreement are found to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with iKeyVault.
- Emergency Equitable Relief. Notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree that such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Wilmington, Wyoming.
SECTION XXI: Export Control. You may not use, export, import, or transfer the iKeyVault Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the iKeyVault Properties, and any other applicable laws. In particular, but without limitation, the iKeyVault Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the iKeyVault Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the iKeyVault Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by iKeyVault are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer the iKeyVault products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
SECTION XXII: Consumer Complaints. In accordance with California Civil Code, you may report complaints to the Office of the Attorney General, Consumer Protection Unit, Kendrick Building, 2320 Capitol Avenue, Cheyenne, WY 82002.
SECTION XXIII: CHANGES TO THIS AGREEMENT. These Terms are subject to occasional revision. When changes are made, iKeyVault will make a new copy of the Terms available at the Site and within the App and will also update the “Last Updated” date above. If we make any material changes to the Terms, we will notify you by sending you an e-mail to the last e-mail address you provided to us. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or, thirty (30) calendar days following our posting of notice of the changes and will be effective immediately for new users of the iKeyVault Properties. Please note that at all times you are responsible for updating your email address with us. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the iKeyVault Properties following notice of such changes shall indicate your agreement to be bound by the terms and conditions of such changes. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the iKeyVault Properties.