Terms of Use

Last updated September 28, 2018

AGREEMENT TO TERMS

1. These Terms of Use constitute a legally binding agreement made between You, whether personally or on behalf of an entity (“You”, “Your”, “Yours”) and Cloudsurprise, Lda., doing business as Vawlt (“Vawlt”, “We”, “Us”, or “Our”), concerning Your use of the Vawlt secure data storage service (“Service”) and any other related content and software (“Software”). You agree that by using Our Service, You have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Supplemental terms and conditions or documents that may be posted on Our website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in Our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert You about any changes by updating the “Last updated” date of these Terms of Use, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by Your continued use of the Service after the date such revised Terms of Use are posted.

3. The Service is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Service.

INTELLECTUAL PROPERTY RIGHTS

4. Unless otherwise indicated, the Service and Software are Our proprietary property and all source code, databases, functionality, website designs, audio, video, text, photographs, and graphics used on the Service and on the Software (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (“Marks”) are owned or controlled by Us or licensed to Us, and are protected by copyright and trademark laws and various other intellectual property rights. The Content and the Marks are provided on the Service “AS-IS” for Your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Service or Software and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Our express prior written permission.

5. Provided that You are eligible to use the Service, You are granted a limited license to access and use the Service to which You have properly gained access solely for Your personal, non-commercial use. We reserve all rights not expressly granted to You in and to the Service, the Content and the Marks.

USER REPRESENTATIONS

6. By using the Service, You represent and warrant that: (1) 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 Terms of Use; (4) You are not a minor in the jurisdiction in which You reside; (5) You will not access the Service through automated or nonhuman means, whether through a bot, script or otherwise; (6) You will not use the Service for any illegal or unauthorized purpose; and (7) Your use of the Service will not violate any applicable law or regulation.

7. If You provide any information that is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

ACCESS TO THE SERVICE

8. You can only use Our Service through Our Software, exclusively obtainable from Our official website.

9. You are required to register with the Service, in Our official website (“Site”) – https://vawlt.io – In order to use it, either for a Free Trial, or for a direct purchase of one of the available Subscription Plans. You agree to keep Your password confidential and will be responsible for all use of Your account and password. We reserve the right to remove, reclaim, or change a username You select if We determine, in Our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

10. You understand and accept that this version of Vawlt keeps all the stored files in a local cache on your hard drive, mainly for performance reasons. This means that, despite having a Subscription Plan with more capacity, you will always be limited by the available space on your local hard drive. If you have reached your hard drive limit and try to store more files on Vawlt, an error message will be prompt.

11. You can register for a 14-day Free Trial, as a new user who wishes to test Our Service before buying. After the 14-day period, if You have not upgraded to a Subscription Plan, You will be prompted to do so in the following 7 days and during this time Your account will be suspended. After these 7 days end, and if You have not upgraded yet, We will permanently delete Your account and all of the data stored inside Your account. It is technically impossible for Vawlt to retrieve any data after an account has been deleted.

12. Vawlt offers You upgrades in the form of (“Subscription Plan(s)”), with specific characteristics included in each of the Subscription Plans:

12.1. If You buy an INDIVIDUAL or INDIVIDUAL PLUS Subscription Plans, only You will be allowed to access Your files, unless You share them with other Vawlt users.
12.2. If You buy a TEAM or TEAM PLUS Subscription Plan, You will be responsible for the account (“Administrator”) and will be required to define a minimum of three users that will be invited to join the account.
12.3. If You were invited by an Administrator to join a TEAM or TEAM PLUS account You will have to register for the Service and therefore You are bound to these Terms of Use.

PRICING AND PAYMENT

13. You are required to pay a fee to access Our Subscription Plans.

14. You agree to provide current, complete, and accurate purchase and account information for all purchases of Our Service. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that We can complete Your transactions and contact You as needed.

15. We may change prices at any time. If there is a specific length and price offered to You, price will remain the same for that time. Vawlt will provide at least 30 days advance notice to You about the change of the price.

16. You agree to pay all charges or fees at the prices then in effect for Your purchases, and You authorize Us to charge Your chosen payment provider for any such amounts upon making Your purchase.

17. All payments shall be in Euros. Sales tax will be added to the price of purchases as deemed required by Us.

18. If Your purchase is subject to recurring charges, then You consent to Us to charge Your payment method on a recurring basis without requiring Your prior approval for each recurring charge, until You notify Us of Your cancellation.

19. If you have already subscribed one of our Subscription Plans and decide to upgrade before the billing period ends, We will charge You the difference between the new and the previous Plan prices, for the remainder of Your billing period. The price associated with the new Subscription Plan will be fully charged in the beginning of the following billing period.

20. If, at any time, We are unable to charge the payment method of your choice, We will let You know by e-mail and will make a number of new attempts. After 7 days over the first attempt, in case We are still unable to conclude the charging process, We will block the access to Your account. After 21 days over the first attempt, in case We are still unable to conclude the charging process, We will delete Your account and all the files You have stored with Vawlt.

21. For each purchase, we will issue and send to the e-mail address you have provided, a sales invoice. You agree with receiving only a digital invoice, as it is deemed legal according to the European Union Tax Regulations.

22. We reserve the right to correct any errors or mistakes in pricing, even if We have already requested or received payment.

23. For the TEAM and TEAM PLUS accounts, the Payment obligations only apply to the Administrator of such accounts.

24. We use the services of a trusted third-party (https://stripe.com) to process Your payments, and another trusted third-party (https://invoicexpress.com) to issue Your sales invoices.

CANCELLATION

25. All purchases are nonrefundable.

26. You can cancel Your subscription at any time by logging into Your account or contacting Us using the contact information provided below. Your cancellation will take immediate effect.

27. If You are unsatisfied with Our services, please email Us at support@vawlt.io.

ACCEPTABLE USE

28. The excessive storage of data, above Your contracted Subscription Plan, performed through any other means than Our official Software violates this Terms of Use and will be charged to You.

29. Should Your account reach any of the usage limits referred to in the previous number, We will suspend Your account until the beginning of the next subscription period in the following manner:
29.1. INDIVIDUAL plans: the account will be suspended
29.2. TEAM plans: only the user accounts that have reached any of the usage limits will be suspended

USER DATA

30. You retain complete ownership to Your files, folders, directories, including their metadata (file name, thumbnails, etc.) and any information You submit to Vawlt (collectively, “Your Content”). We do not claim any ownership to any of Your Content. These Terms do not grant Us any rights to Your Content or intellectual property except for the following limited rights that are needed to run the Service:
30.1. We may redundantly store Your data as set forth below, and We might use trusted third parties, like Amazon, Microsoft, Google, and IBM to provide the Service.
30.2. You give Us the permission for all and any actions that We need to undertake to provide the Service. In particular, but not limited to, You agree that Vawlt may transfer Your Content between Your devices and the aforementioned trusted third parties, or to other people’s devices with whom You share content.

31. Vawlt states that Your Content, encryption key and password (together “Your Encrypted Content”) uploaded by You or otherwise submitted to the Service, are stored in an encrypted and non-invertible form. Your Encrypted Content cannot be decrypted or inverted by Vawlt or any third party. Your Encrypted Content can only be decrypted or inverted by You and persons You explicitly share Your Encrypted Content with. However, You agree that Vawlt may collect and store some limited information which is needed to run the Service, like Your contact and billing information, Your email address, messages sent to Our support team, etc. in a non-encrypted form. You also agree that some third party provided parts of the Service might need different passwords then Your Vawlt account password, which may not be stored in a less secure form (referred together as “Non-Encrypted Content”). Vawlt transmits Non-Encrypted Content by using encrypted channels with reasonable care and skills. We need to have access to Non-Encrypted Content to provide and administer the Service, for example We need Your email address in a non-encrypted form to send You notifications.

32. You agree that Vawlt may transmit any data to trusted third parties only on a need-to-know basis (e.g. Your credit card number to the service responsible of enforcing payments, named Stripe) to provide the Service. Vawlt states and emphasize that it transmits Your Encrypted Content only in encrypted form, which cannot be decrypted as stated before. You agree that Vawlt may also transmit any data stored by You to a third party, respecting all limitations and statements in paragraph 6, if Vawlt has a reason to believe that it is required:
32.1. To comply with any law or order issued by any legal authority.
32.2. To avoid infringement of the rights of a third party.
32.3. To protect the property of Vawlt or the personal safety of Our users and the public.

DATA PROTECTION

33. We care about data privacy and security. Please review Our Privacy Policy

34. By using the Service, You agree to be bound by Our Privacy Policy, which is incorporated into these Terms of Use.

35. You are the data controller and We are the data processor in respect of any personal data that You transfer via the Service. Accordingly, We will only process such personal data in accordance with the Data Processor Agreement, and it is Your sole responsibility to ensure that You have the requisite legal basis for processing, and for instructing Us and Our sub-contractors (including the Cloud Providers) to process, the personal data transferred via the Platform.

36. When You subscribe to, or renew a subscription for the Service, or request other services You agree to share certain personal data with Us such as Your name, address, e-mail address, VAT number and credit card number for the purpose of, amongst others, allowing Us to manage Your subscription to the Platform. We are the data controller in respect of any such personal data and We will only process it in accordance with Our Privacy Policy which We strongly encourage You to read.

SOFTWARE

37. We grant to You a nonexclusive, revocable, personal, and nontransferable license to use Our official Software solely in connection with Our services and in accordance with these Terms of Use.

38. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

39. You accept any and all risk arising out of use or performance of Our Software.

40. You may not reproduce or redistribute Our software except in accordance with these Terms of Use.

PROHIBITED ACTIVITIES

41.You may not access or use Our Service for any purpose other than that for which We make the Service available.

42.As a user of the Service, You agree not to:
42.1. Circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Service and/or the Content contained therein.
42.2. Make improper use of Our support services or submit false reports of abuse or misconduct.
42.3. Interfere with, disrupt, or create an undue burden on the Service or the networks or other services connected to the Service.
42.4. Decipher, decompile, disassemble, or reverse engineer any of the Software comprising or in any way making up a part of the Service.
42.5. Attempt to bypass any measures of the Service designed to prevent or restrict access to the Service, or any portion of the Service.
42.6. Copy or adapt the Software.
42.7. Use the Service in a manner inconsistent with any applicable laws or regulations.

SERVICE MANAGEMENT

43. We reserve the right, but not the obligation, to:
43.1. Monitor the Service for violations of these Terms of Use;
43.2. Take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
43.3. Otherwise manage the Service in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Service.

MODIFICATIONS AND INTERRUPTIONS

44. We may from time to time update the Service in order to, for example, make available new or improved functionalities, introduce changes to the user interface or correct software bugs, but are not obliged to do so. For the avoidance of doubt, any such updates shall be deemed part of the Service for the purposes of these Terms of Use unless You are notified that separate terms and conditions apply in which case they will take precedence.

45. We use all commercially reasonable efforts to ensure that the Service is accessible at all times. However, You acknowledge that at times the Service may be unavailable, or its functionality limited, due to server or software maintenance and updates.

46. We reserve the right to temporarily disable access to the Service and/or terminate this agreement with immediate effect and without prior notice if deemed necessary (in Our sole discretion) to prevent any use of the Service contrary to the Terms of Use, including, but not limited to, if We suspect that Your user account has been compromised or that the Service is being used to any purpose other than that for which We make the Service available.

TERM AND TERMINATION

47. These Terms of Use shall remain in full force and effect while You use the Service.

48. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF THE SERVICE OR DELETE YOUR ACCOUNT.

49. If We terminate or suspend Your account for any reason, You are prohibited from registering and creating a new account under Your name, a fake or borrowed name, or the name of any third party, even if You may be acting on behalf of the third party.

50. In addition to terminating or suspending Your account, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

GOVERNING LAW

51. These Terms of Use and Your use of the Service are governed by and construed in accordance with the laws of Portugal applicable to agreements made and to be entirely performed within Portugal, without regard to its conflict of law principles.

52. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration.

53. The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration:
53.1. Any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
53.2. Any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
53.3. Any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

DISCLAIMER

54. THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

55. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

56. You agree to defend, indemnify, and hold Us harmless, including Our subsidiaries, affiliates, and all of Our 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 Service; (2) breach of these Terms of Use; (3) any breach of Your representations and warranties set forth in these Terms of Use; (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 Site with whom You connected via the Site. Notwithstanding the foregoing, We reserve the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate, at Your expense, with Our defense of such claims. We 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.

MISCELLANEOUS

57. These Terms of Use and any policies or operating rules posted by Us on the Site or in respect to the Service constitute the entire agreement and understanding between You and Us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of Our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use 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 Us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against Us by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

58. In order to resolve a complaint regarding the Service or to receive further information regarding use of the Service, please contact Us at: support@vawlt.io