MYVAULT, INC. TERMS OF USE THIS DOCUMENT STATES THE TERMS UPON WHICH MYVAULT Inc.’s (“MyVault”) SERVICE (THE “SERVICE”) IS PROVIDED TO INDIVIDUALS WHO USE OR SEEK TO USE THE SERVICE (HEREINAFTER REFERRED TO COLLECTIVELY AS “USERS”) UNDER THE TERMS AND CONDITIONS AS SET FORTH HEREIN. USE OF THE SERVICE AND CREATION OF A MYVAULT ACCOUNT CONSTITUTES ACCEPTANCE OF ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT WITH MYVAULT.

THE AGREEMENT IS MADE AND ENTERED INTO AT THE DATE AND TIME OF THE CREATION OF USER’S ACCOUNT (“EFFECTIVE DATE”) BY AND BETWEEN MYVAULT, INC, A CALIFORNIA CORPORATION AND THE USER.

In consideration of the mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. A failure to comply with the terms set forth herein constitutes a violation of the Agreement and User agrees to the remedies as set forth herein for failure to comply.
2. This Agreement shall commence on the Effective Date and shall continue thereafter for an initial term of thirteen (13) months (“Initial Term”). After the Initial Term, this Agreement shall automatically renew for additional periods of one (1) year (“Renewal Term”) unless User elects to terminate this Agreement by providing notice via email to support (at sign) myvaulthome (dot) com. The Initial Term and Renewal Term may be collectively referred to herein as the “Term.”
3. Notwithstanding paragraph 2 above and in addition to any other termination rights hereunder, this Agreement may be terminated by either party for cause, upon receipt of written notice from the aggrieved party, in the event the other party: (i) materially breaches this Agreement, or, in its performance hereunder, recklessly or willfully violates applicable law; (ii) files for bankruptcy or has an involuntary petition filed against it; or (iii) a party is declared insolvent. The party terminating this agreement for cause shall provide written notice to the other party and shall specify the nature of any alleged breach. Termination for cause pursuant to this paragraph shall take effect 30 days after receipt of the notice, unless the defaulting party, prior to the termination, fully corrects the defaults set forth in the notice. Termination pursuant to Paragraph 3(ii) and 3(iii) become effective immediately without an opportunity to cure.
4. On and after the effective date of the termination of this Agreement, the MyVault Service will discontinue, and MyVault shall, subject to the payment of all outstanding invoices, (i) transfer to User all of User’s documents stored in his/her account, or (ii) delete all User information from the MyVault servers, in each case without retaining copies thereof. Each party shall be required to return to the other party, upon request, such other party’s Confidential Information as such term is described herein.
5. Pursuant to this Agreement, each party may, from time to time, learn, receive, hold or have access to certain information which by its nature is reasonably deemed confidential or is otherwise legally protected information, belonging to or received in confidence by the other party, specifically: the terms and conditions of this Agreement and a party’s methods of operation, trade secrets and proprietary business and financial data (collectively “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include any information, which: (i) is already known by means not subject to a confidentiality obligation of a party at the time in which it was disclosed to the other party; (ii) is or becomes available to a party through public sources apart from the parties’ relationship via this Agreement; or (iii) is obtained by a party from a third party who has the right to disclose the information.
6. Each party shall protect Confidential Information of the other party by exercising reasonable care to prevent unauthorized use or disclosure, which shall in no event be less than the same degree of care it uses to protect its own information of like importance from unauthorized use or disclosure.
7. Notwithstanding the foregoing, each party may disclose Confidential Information received hereunder: (i) pursuant to discovery requests, subpoenas, or court order after prompt notice of such a request is provided to the other party, (ii) to either party’s own legal counsel and/or accountants, or (iii) pursuant to any other applicable government order.
8. The provisions of paragraphs 5, 6 and 7 shall survive the termination of this Agreement for a period of three (3) years.
9. Upon the Effective Date of this Agreement, User shall, within thirty (30) days, pay to MyVault the annual fee applicable to the users chosen subscription by the thirtieth (30th) day following said Effective Date as listed on the MyVault web site.
10. All fees are due and payable upon User’s receipt of the invoice. Undisputed payments not received within 30 days after the invoice date shall accrue interest thereon at the lower of the rate of 12% per annum or the highest legally allowable interest rate until paid. Failure by User to make timely payment shall be a material breach of this Agreement. User agrees to pay any and all fees and costs, including reasonable attorney’s fees, associated with the collection of defaulted amounts owed pursuant to this Agreement.
11. In consideration of User’s use of the Service, User agrees to provide true, accurate, current and complete registration information, including correcting information about User submitted by a different User on User’s behalf, and to maintain and promptly update such information to keep it true, accurate, current and complete. User certifies that User is at least 18 years of age. Users’ registration information and personally identifiable data are subject to the MyVault Privacy Policy on the MyVault web site. This policy is subject to change and is currently found on the MyVault login page accessible at www.myvaulthome.com.
12. Relationship between User and MyVault. The parties hereto acknowledge under this Agreement, they are independent contractors, and that neither party shall at any time be considered, or represent itself to be, an agent, employee, associate or joint venture party of the other.
13. Assignment. User may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of MyVault. All of the provisions hereof shall be binding upon and inure to the benefit of the agents, administrators, receivers, successors, executors or assigns and any other transferees of the parties hereto.
14. Waiver/Amendment. Neither this Agreement nor any of its provisions may be waived, amended or otherwise modified by the User, except by a written instrument signed by both parties in the case of an amendment or by the waiving party in the case of a waiver and then only to the extent expressly provided therein. MyVault may amend this Agreement by providing thirty (30) days notice to User prior to implementing an amendment to the Agreement.
15. Ambiguities. User has had the chance to review this Agreement and have his/her legal counsel to review this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.
16. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parities relating to the matter hereof, and supersedes all prior or contemporaneous agreements and understandings, written or oral.
17. User’s Account is to be used by the person for whom it was created or affiliated persons with the User’s express consent. For the purposes of this Agreement the terms “affiliated persons” means members of User’s immediate family and/or employees of the User’s business. User understands and agrees that sharing of Account Information by User other than with affiliated persons is a violation of this Agreement. Each User is responsible for maintaining the confidentiality of his or her password and Account. User agrees to notify MyVault of any unauthorized use of his/her Account or any breach of security. MyVault will not be liable for any loss that a User may incur, or may create, as a result of someone else’s using his or her password or Account, either with or without User’s knowledge or assent. Users may not use any other User’s Account at any time for any reason. Any access by User to another’s Account, or directly or indirectly permitting another to access User’s Account, by means of impersonation or otherwise will result in the application of remedies described herein.
18. User understands and agrees that all insurance information provided for Users on the MyVault website is for informational purposes only. User understands and agrees not to rely on any information posted for its accuracy and agrees to direct any insurance questions to the User’s insurance provider. User understands and agrees that all insurance information provided by MyVault is subject to change with or without notice.
19. A User is solely responsible for the content of his/her stored data, and the Service acts only as a medium for Users’ online storage, editing, uploading, downloading and/or viewing of data. To the best of the User’s knowledge, User agrees not to knowingly use the Service for any purpose that is unlawful or prohibited and not to knowingly use the Service in any manner which could damage, disable, overburden, or impair the Service or network(s), communications equipment or computer(s) connected to the Service, or interfere with any other party’s use and enjoyment of the Service, including the distribution of unsolicited bulk messages of a commercial or non-commercial nature. User shall not knowingly attempt to gain unauthorized access to the Service, other Accounts, computer systems or networks connected to the Service, through hacking, password mining or any other means, nor shall User knowingly commit an act or omission that facilitates such activity by another person. User agrees not to knowingly disable or bypass any functionality of the Service. User will not knowingly, nor shall User commit an act or omission that knowingly assists another person’s effort to harvest or otherwise collect information about others, including but not limited to User e-mail addresses for spamming or other purposes.
20. In the event that MyVault is required to discontinue offering the Service, or chooses to discontinue the Service Users will coordinate with MyVault to download all documents, files, pictures or any other item stored by MyVault by or through any medium that is available at the termination of the Service. Other than this notification, User acknowledges and agrees that MyVault has no obligation to User under any circumstances, including, but not limited to, migration or assistance to User in the migration of data in any form or through any medium from the Service.
21. User acknowledges and agrees that the Service and any necessary software used in connection with the Service contains proprietary and confidential information that is protected by intellectual property and other applicable laws. MyVault grants User a limited, personal, non-transferable, non-exclusive license, in object code only, to use the MyVault storage and use software. User agrees not to, for the benefit of User or a third party, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, reverse engineer, create derivative works from, build a product using ideas, functions, or graphics similar to, transfer, or sell any information, software, products or services obtained from MyVault or the Service.
22. User understands and agrees to immediately report any violation(s) of this Terms of Use Agreement that it observes to MyVault.
23. MYVAULT PROVIDES THE SERVICE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN PARTICULAR, MYVAULT DOES NOT GUARANTEE UNINTERRUPTED, SECURE OR ERROR-FREE OPERATION OF MYVAULT’S SERVERS FOR THE MYVAULT SERVICE. SOME U.S. STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY. IN NO EVENT SHALL MYVAULT BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, INTANGIABLE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR BREACH OF CONTRACT OR WARRANTY OR FOR NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS SERVICE OR THE AGREEMENT, EVEN IF MYVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER UNDERSTANDS THAT NOTHING IN THIS TERMS OF USE AGREEMENT CREATES FOR MYVAULT AN OBLIGATION TO OR RIGHT ON BEHALF OF A THIRD PARTY, AND USER SHALL BE SOLELY RESPONSIBLE FOR ANY THIRD PARTY CLAIMS ARISING FROM USER’S USE OF THE SERVICE. USE OF THE SERVICE IS AT USER’S SOLE RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE RECEIVED THROUGH THE USE OF THE SERVICE IS DONE AT USER’S OWN DISCRETION AND RISK. USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO USER’S COMPUTER SYSTEM, AND/OR FOR ANY LOSS OF DATA RESULTING FROM USE OF THE SERVICE. NO INFORMATION OBTAINED FROM MYVAULT OR THROUGH THE SERVICE, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
24. This Agreement shall be governed in all respects by the laws of the State of California, USA. Both parties submit to jurisdiction in California, USA and further agree that if any cause of action arising under this Agreement shall be held invalid the validity of the remaining provisions of this Agreement shall not be affected. User agrees that regardless of any statute or law to the contrary, any claim of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

Designated Agent under 17 U.S.C. §512(c) Receiving Complaints and Infringement Claims.

Ryan Gessel
3062 Buchanan St.
San Francisco, CA 94123

The Service is powered by MyVault Inc., which is a California corporation located at 3062 Buchanan St., San Francisco, California.

Phone: 314.494.8655

Answers to technical questions regarding the Service are found by clicking the “Help” link on the Service’s above-listed homepage.

All MyVault Services are: Copyright © 2008. All rights reserved.

Updated October 6, 2008