Last updated May 5, 2025

IMPORTANT — READ CAREFULLY BEFORE USING THE SOFTWARE OR SERVICE.

This End‑User Terms and Conditions document (“Agreement”) is a legally binding contract between Vawlt Technologies S.A. (“Vawlt”, “we”, “us”) and the individual or legal entity that installs, accesses or uses the Vawlt Dynamic Storage Platform, the Software Agent, software development kits (SDKs), and all related documentation (collectively, the “Service”).  By clicking “Accept”, creating an account, executing an order that references this Agreement, or by installing or using any component of the Service, you (“Customer”) agree to be bound by the terms set forth below.  If you do not agree, do not install, access or use the Service.

 

1. Definitions

For the purposes of this Agreement the following capitalised terms have the meanings set out below (other capitalised terms are defined contextually):

1.1. Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty per cent (50 %) of voting securities or comparable ownership interest.

1.2. Authorised User – an employee, contractor or other individual whom Customer permits to access the Service under Customer’s account.

1.3. Data Volume – a logical namespace created in the Platform in which data is stored.

1.4. Managed Storage – public‑cloud storage capacity contracted and paid for by Vawlt, offered in its cloud pool, and where encrypted shards of a Data Volume are stored.

1.5. Customer Storage – storage resources (object, file or block) owned or controlled by Customer and configured for use with the Software Agent.

1.6. Platform – Vawlt’s cloud‑hosted control plane, application programming interfaces (APIs) and web console through which Data Volumes and Authorised Users are administered.

1.7. Software Agent – the object‑code software provided by Vawlt for installation in Customer’s environment to access Data Volumes.

1.8. Subscription Term – the period during which Customer is licensed to use the Service, as stated in an order, click‑through screen or in the Platform user interface.

1.9. Retention Period – the minimum duration selected by Customer for a Data Volume, during which the data stored into must remain billable.

1.10. Storage Medium – any Managed Storage or Customer Storage endpoint where encrypted shards of a Data Volume are stored.

 

2. Grant of Rights

2.1. Licence.  Subject to Customer’s continuous compliance with this Agreement and payment of all applicable fees, Vawlt grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable right during the Subscription Term to (i) access and use the Platform, (ii) install and operate the Software Agent in object‑code form on systems controlled by Customer, and (iii) use the associated SDKs and documentation solely for Customer’s internal business purposes.

2.2. Reservation of Rights.  The Service is licensed, not sold.  Vawlt and its licensors retain all right, title and interest in the Service and all related intellectual‑property rights.  No rights are granted except as expressly set forth herein.

 

3. Restrictions

3.1. Customer shall not, and shall not permit any third party to: (a) reverse‑engineer, decompile, disassemble or otherwise attempt to derive source code of any part of the Service except to the limited extent permitted by applicable law notwithstanding contractual prohibition; (b) modify, adapt or create derivative works of the Service; (c) circumvent usage metering or billing; (d) remove or alter any proprietary notices; (e) provide the Service to third parties as a managed or hosted offering (except under a separate written partner agreement with Vawlt); or (f) use the Service to build or enhance a competing product or service.

 

4. Trial Licence

4.1. A no‑charge evaluation license may be activated once per Customer organisation.  Upon expiry of the trial period Customer must (i) purchase a paid subscription that references this Agreement or (ii) discontinue all use and uninstall the Software Agent.  Data stored in trial Volumes is automatically deleted seven (7) days after trial expiry unless converted to a paid subscription.

 

5. Fees, Payment and Retention Commitments

5.1. Pricing Metric.  Fees are calculated per Data Volume with reference to (a) Volume profile, (b) selected Storage Media and locations, (c) Retention Period, (d) provisioned capacity and (e) included download quota.

5.2. Minimum Commitment.  Customer’s Subscription Term for each Data Volume shall be no shorter than its Retention Period.

5.3. Early Deletion.  Customer may delete a Data Volume at any time; however, if deletion occurs before expiry of the Retention Period Customer remains liable for fees covering the remainder of that period for the data that has not yet met the minimum retention period.

5.4. Price‑List Revisions. Vawlt may revise its standard price list, discount tables or billing metrics at any time in its sole discretion.  A revised price list (the “Revised Fees”) becomes effective on the date Vawlt specifies in the notice of revision (“Effective Fee Date”) and applies:

  (a) New Data Volumes. to all Data Volumes created on or after the Effective Fee Date; and

  (b) Renewals of Existing Data Volumes. to each Data Volume that renews—whether by automatic renewal or by Customer’s affirmative renewal action—on or after the Effective Fee Date.

5.5. Fee Stability During Current Term. For any Data Volume that is subject to a Subscription Term in effect prior to the Effective Fee Date, the fees in force at the start of that Subscription Term shall remain fixed until the earlier of (i) expiry of the Subscription Term, (ii) deletion of the Data Volume by Customer, or (iii) early termination pursuant to this Agreement.  Revised Fees will not be applied mid‑term.

5.6. Notice of Fee Changes. Vawlt will post Revised Fees in the Platform and, for Customers with active paid subscriptions, will provide at least thirty (30) days’ advance notice by email before they take effect for renewals of existing Data Volumes.

5.7. Payment Terms.  Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date.  Fees are exclusive of VAT and all similar taxes, which shall be borne by Customer.

 

6. Customer Obligations

6.1. Customer is solely responsible for safeguarding all authentication credentials and the one‑time recovery code generated at account creation.  Loss of both will render the encrypted data permanently inaccessible.

6.2. Customer shall maintain network connectivity between Software Agents and the chosen Storage Media, ensure that Customer Storage endpoints conform to the documented protocols, and install any Agent updates designated by Vawlt as security‑critical within thirty (30) days of release.

6.3. Customer shall cooperate reasonably with Vawlt Support, including providing log files and other information necessary to reproduce and diagnose issues.

 

7. Acceptable Use

7.1. Customer shall not use the Service to store or transmit (i) content that is manifestly unlawful, including child sexual‑abuse material; (ii) material that infringes the intellectual‑property rights of third parties; (iii) malicious code intended to disrupt or compromise systems; or (iv) data whose storage or export violates applicable sanctions or export‑control laws.  Upon credible notice of a violation Vawlt may suspend the affected Data Volume and will notify Customer without undue delay.

 

8. Support, Service‑Level and Maintenance

8.1. Support Hours and Contact. Vawlt provides technical support to Customer’s designated administrators during Business Hours—defined as Monday to Friday, 09:00‑18:00 Central European Time (“Business Hours”). All requests must be submitted by email to support@vawlt.io.

8.2. Support‑Response SLA. Vawlt will use commercially reasonable efforts to acknowledge each properly logged support request no later than the Next Business Day (“NBD”) following receipt. “Acknowledge” means (i) e‑mail confirmation, (ii) assignment of a ticket number, and (iii) preliminary severity classification.  Resolution times depend on issue complexity and are not guaranteed.

8.3. Platform Maintenance. Vawlt will use commercially reasonable efforts, consistent with prevailing industry standards, to operate the Platform in a manner that minimises errors and interruptions.  Planned maintenance windows will be announced at least five (5) business days in advance; emergency work may be undertaken without notice when required to mitigate urgent risk.

8.4. Platform outages affect only the control plane. Data read/write operations performed by an already‑authenticated Software Agent are not interrupted by Platform unavailability.

8.5. Cloud‑Provider Lifecycle. If Vawlt removes a Storage Provider from its cloud pool, Vawlt will provide at least sixty (60) days’ advance written notice unless earlier removal is compelled by law or required to address a critical security threat.

 

9. Security and Data Protection

9.1. All payload data is encrypted client‑side before leaving the Software Agent; Vawlt has no technical means to decrypt Customer data (“zero‑knowledge encryption”).

9.2. For data stored in Data Volumes Customer is the “controller” and Vawlt acts as “processor” under the EU General Data Protection Regulation 2016/679 (“GDPR”).  For account and billing data Vawlt is the controller.

9.3. Vawlt will notify Customer of any confirmed unauthorised access to the Platform or Managed Storage that results in destruction, loss, alteration or disclosure of Customer data without undue delay and in any event within seventy‑two (72) hours after confirmation.

 

10. Limited Warranty and Remedy

10.1. Vawlt warrants that, for ninety (90) days following activation of a paid Data Volume (the “Warranty Period”), the Service will perform materially in accordance with the then‑current documentation.

10.2. If Customer notifies Vawlt in writing within the Warranty Period of a reproducible non‑conformity, provides reasonable supporting information (including log files) and grants Vawlt thirty (30) days to remedy, and Vawlt fails to cure the defect, Customer may terminate the affected Volume and receive a refund of fees actually paid for that Volume.

10.3. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE, SOFTWARE AGENT AND SUPPORT ARE PROVIDED “AS IS” WITHOUT ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR‑FREE.

 

11. Intellectual‑Property Claims

11.1. No Vendor Indemnity. Vawlt does not provide any indemnity or defence against third‑party claims under this Agreement. If Customer (or its authorised reseller or managed‑service provider) requires such protection, the parties must agree to a separate written indemnity signed by an authorised officer of Vawlt. Any indemnity contained in purchase orders or other standard terms supplied by Customer shall be void unless expressly accepted in writing by Vawlt.

11.2. Exclusions from Vendor Liability. Without limiting Section 13 (Limitation of Liability), Vawlt shall have no responsibility for claims that arise from (i) Customer Storage or other third‑party components, (ii) unauthorised modification of the Service, (iii) combination of the Service with software, hardware or data not supplied by Vawlt, or (iv) continued use of the Service after Vawlt has provided a non‑infringing replacement, patch or workaround.

11.3. Vendor’s Optional Remedies. If the Service is finally adjudicated to infringe a third‑party intellectual‑property right and Customer’s continued use is enjoined, Vawlt may, at its sole discretion and expense: (a) procure the right for Customer to continue using the Service, (b) replace or modify the Service so that it becomes non‑infringing while materially preserving its functionality, or (c) terminate the affected functionality and refund Customer any prepaid fees covering the remainder of the applicable Subscription Term.

 

12. Limitation of Liability

12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 THE AGGREGATE LIABILITY OF VAWLT (INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS) ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot lawfully be limited.

 

13. Term, Suspension and Termination

13.1. This Agreement commences on the Effective Date and continues until all Subscription Terms expire or are terminated.

13.2. Either party may terminate this Agreement or an individual Subscription for material breach if such breach is not cured within thirty (30) days after written notice.

13.3. If any undisputed invoice remains unpaid fifteen (15) days beyond its due date, Vawlt may suspend the Service after seven (7) days’ prior email notice.

13.4. Upon termination Customer must cease all use, uninstall the Software Agent and pay all outstanding fees.  Customer has seven (7) days to retrieve its data, after which Vawlt may permanently delete all encrypted shards.

 

14. Audit

14.1. Vawlt may, on thirty (30) days’ written notice and at most once in any twelve‑month period, request evidence (such as usage logs) reasonably necessary to verify Customer’s compliance.  Audits will be conducted in a manner that minimises disruption and preserves confidentiality. 

 

15. Export Compliance

15.1. Customer shall not export, re‑export, transfer or allow access to the Service in violation of EU, U.S. or other applicable export‑control and sanctions laws.  Customer represents that it is not named on any government list of prohibited or restricted parties.

 

16. Confidentiality

16.1. Each party shall protect the other’s non‑public information using at least the same degree of care it uses for its own similar information, and not less than reasonable care, and shall use such information solely for the purposes of this Agreement.

 

17. Amendments

17.1. Vawlt may modify these Terms by posting an updated version and giving thirty (30) days’ advance notice via email or the Platform. 

 

18. General

18.1. Governing Law; Venue.  This Agreement is governed by the laws of Portugal.  The courts of Lisbon, Portugal, have exclusive jurisdiction over all disputes, except that either party may seek injunctive relief in any competent court.

18.2. Assignment.  Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms.

18.3. Severability.  If any provision is held unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

18.4. Entire Agreement.  This Agreement, together with any order that references it and the documents expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications.

 

 

Notices under this Agreement shall be sent by email to legal@vawlt.io and, if required, by registered post to Vawlt Technologies S.A., Rua António Champalimaud 1, 1600‑514 Lisbon, Portugal, VAT/NIPC PT514758481.

 

By installing, accessing or otherwise using the Service, Customer acknowledges that it has read, understood and agrees to be bound by these Terms and Conditions.