October 2, 2023
Please carefully read these Partner Portal Terms of Service (this”Agreement”). Your use of the Partner Portal (as defined below) constitutes your consent to this Agreement.
This Agreement is between you (as a Partner) and 2ndVault Company (“2ndVault,”“our,”“we,” or”us”) concerning your access to and use of the white label solution (“Partner Portal”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by 2ndVault through the Partner Portal, or otherwise made available to you by 2ndVault. By using the Partner Portal, you affirm that you are of legal age to enter into this Agreement. If you are an individual accessing or using the Partner Portal on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an”Organization”), then you agree to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to”you” and”your” in this Agreement will refer to the individual using the Partner Portal and any such Organization. This Agreement contains a mandatory arbitration provision that, as further set forth below in our Terms of Use (https://2ndvault.com/terms-and-condition-of-use/), requires the use of arbitration on an individual basis to resolve disputes rather than jury trials or any other court proceedings or class actions of any kind. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PARTNER PORTAL.
1.Scope
1.1 Services. 2ndVault provides digital organization products and services (the”Services”), administered and accessible to any person(s) registered to access and use the Services (the”Client(s)”) via multiple websites, mobile applications, and other means, including an online platform referred to herein as the”Partner Portal” (all such websites, mobile applications, and other means, including the Partner Portal, collectively, the”2ndVault”).
1.2 Partners. You are a professional, expert, coach, advisor, 2ndVault Certified Expert, or any other person who registers an account with 2ndVault (a”Partner”) to provide advisory services (e.g., insurance, legal, tax, real estate, accounting, wealth management, estate planning, organizational services) (“Advisory Services”), through the use of the Partner Portal, to Clients. You represent and warrant that you possess all certifications, degrees, and/or licenses, including those acquired from any educational institutions (e.g., colleges, universities), professional organizations (e.g., AICPA) or state licensing organizations (e.g., the State Bar of Florida, Florida Department of Real Estate) required for the performance of the applicable Advisory Service (“Partner Credentials”).
1.3 Independent Contractor Relationship. You and 2ndVault acknowledge and agree that 2ndVault has no obligation to make any minimum commitment of work, time, or compensation to you. You will provide Advisory Services only on an as-needed basis as determined by the availability or request of Clients. The Advisory Services will be rendered remotely unless stated otherwise. The relationship between you and 2ndVault will be that of an independent contractor, and nothing in this Agreement will make you an employee, party to a joint venture with 2ndVault, or agent of 2ndVault. You will not hold yourself out to have any such authority. This Agreement constitutes a contract for the provision of Advisory Services to Clients and not a contract of employment. You will not, and will not have the authority to, without the prior written consent of 2ndVault, enter into any contract or commitment in the name of, or on behalf of, 2ndVault or bind 2ndVault in any respect whatsoever, or represent yourself as a joint venturer, agent, or employee of 2ndVault.
2.Access and Use of the Partner Portal and Client Documentation.
2.1 Provision of Access. Subject to and conditioned on your payment of the fees hereunder and your compliance with the terms and conditions of this Agreement, 2ndVault hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Partner Portal solely to provide Advisory Services to Clients.
2.2 License to Client Documentation. Subject to and conditioned on your payment of the fees hereunder and your compliance with the terms and conditions of this Agreement, 2ndVault hereby grants you a non-exclusive, non-sublicensable, non-transferable, revocable license to use documentation uploaded by or on behalf of a Client to the 2ndVault Platform (“Client Documentation”) solely for purposes of providing Advisory Services that have been requested from you by a Client. 2ndVault reserves the right to immediately revoke this license if you breach any terms and conditions of this Agreement or if your access to the Partner Portal is terminated or suspended pursuant to Section 8.
2.3 Restrictions. You may not: (a) modify, decompile, dissemble, reverse-engineer, reproduce, redistribute, create derivative works based upon, or attempt to commercially gain from your use or misuse of the Partner Portal or Client Documentation, or any of their components, except as permitted by the Agreement; (b) remove, obscure, or modify any copyright or other intellectual property notices that appear on or in the Partner Portal; (c) use the Partner Portal or the Client Documentation in any manner (i) that violates any law or regulation (including any laws regarding the export of data or software to and from the US or other countries), this Agreement, any of 2ndVaults policies, or any third party policy, that applies to you; (ii) that harms 2ndVault, the Clients, our service providers, our suppliers, other users of the Partner Portal, or any other person; or (iii) to impersonate or attempt to impersonate 2ndVault, a 2ndVault employee, other users of the Partner Portal, or any other person or entity; (d) automatedly crawl or query the Partner Portal for any purpose or by any means (including screen and database scraping, spiders, robots, crawlers and any other automated activity with the purpose of obtaining information from the Partner Portal) unless you have received prior express written permission from us. If you violate the terms and conditions of this Agreement, your permission to access and use the Partner Portal is automatically revoked.
3.IP and Feedback
3.1 Ownership of IP. We and our licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, the 2ndVault Platform (the “Company IP”) and Client Documentation. We and our licensors reserve all rights not expressly granted to you in this Agreement, and nothing in this Agreement will be construed as granting, by implication, estoppel, or otherwise, any license or right in or to the Company IP or Client Documentation.
3.2 Feedback. Suppose you provide us with any ideas, proposals, suggestions, or other materials (“Feedback”) related to Company IP, Client Documentation, or otherwise. In that case, you hereby acknowledge and agree that such Feedback is not confidential; your provision of such Feedback is gratuitous, unsolicited, and without restriction. We may use such Feedback for any purpose whatsoever without any attribution or compensation to you or any third party.
4.Fees and Audit
4.1 Fees. We will provide you with an invoice to set forth the total amount due and the preferred payment method for accessing and using the Partner Portal. You will pay us the invoiced amount within thirty (30) days from the invoice date. You will make all payments hereunder in U.S. dollars on or before the due date. If you fail to make any payment when due without limiting our other rights and remedies, we may suspend your access to any portion of the Partner Portal until such amounts are paid in full. All fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind on any amounts payable by you hereunder, other than any taxes imposed on our income.
4.2 Partner Credentials Audit. We may occasionally require you to provide additional documentation evidencing that you remain in good standing and/or in compliance with your Partner Credentials. You will agree to provide such documentation within ten business days upon receiving such a request from us. Failure to provide such documentation within 10 business days will constitute a material breach of this Agreement.
5.Disclaimers
5.1 THE PARTNER PORTAL IS PROVIDED”AS IS” AND ON AN”AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, 2ndVAULT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, COMPATIBILITY, SECURITY, OR ACCURACY WITH RESPECT TO THE COMPANY IP AND CLIENT DOCUMENTATION, INCLUDING THE USE THEREOF. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PARTNER PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PARTNER PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
5.2 You will not have any plea, claim, or demand towards 2ndVault in relation to the Clients, other users of the Partner Portal, properties, limitations, or compatibility with your needs. You will not have any plea, claim, or demand against 2ndVault in respect of Advisory Services or any other services you decide to provide in connection with the use of the Partner Portal. 2ndVault does not guarantee any referrals of Clients and makes no representations regarding the volume or number of interactions you will have with Clients. 2ndVault will not be deemed the provider or recipient of any Advisory Services acquired through the Partner Portal. You will be solely responsible for any agreements you choose to enter into with a Client. 2ndVault will not be responsible or liable in any way for any agreement entered between you and a Client or for enforcing any such agreement. Any agreement you choose to engage in with a Client is at your sole responsibility and risk.
5.32ndVault expressly disclaims all warranties for information posted or transmitted by Clients, including any Client Documentation. You agree to bear all risks associated with the uploading and transmitting of materials and utilizing the Partner Portal and Client Documentation, including reliance on the accuracy, reliability, or legality of such materials.
6.Limitations of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, OR LOSS OF OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (b) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PARTNER PORTAL, CLIENT DOCUMENTATION OR THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (c) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PARTNER PORTAL IS TO STOP USING THE PARTNER PORTAL; AND (d) OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL BE THE AGGREGATE AMOUNT OF FEES PAID BY YOU. ALL LIMITATIONS OF LIABILITY OF ANY KIND ARE MADE FOR THE BENEFIT OF US AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS.
7.Indemnification
You agree to defend, indemnify, and hold 2ndVault, and its respective agents, employees, directors, officers and representatives harmless from and against all claims and expenses (including, without limitation, reasonable attorney’s fees and costs) regardless of (a) your failure to comply with applicable laws, regulations, this Agreement, any 2ndVault policies; (b) any misrepresentation made by you with respect to your Partner Credentials; or (c) any activity in which you engage on or in the Partner Portal, including the Advisory Services.
8.Termination and Suspension
We may terminate or suspend your access to any portion or all of the Partner Portal for any or no reason. We will use commercially reasonable efforts to provide you with notice of any such termination or suspension, but we will otherwise not be held liable for any consequences that may incur as a result of that termination or suspension. In the case of termination or expiration of this Agreement, the license and access right granted to you under Section 2 will be immediately terminated.
9.Representations, Warranties, and Covenants
9.1 General. You represent, warrant, and covenant that: (a) you have the ability to enter into this Agreement and grant all assignments, licenses, and permissions contemplated or contained herein; (b) your use of the Partner Portal and provision of Advisory Services will be in compliance with all laws, regulations, this Agreement, and all 2ndVault policies; (c) all documentation and information provided by you relating to your Partner Credentials are true, accurate and complete; and (d) your Partner Credentials are valid and accurate and you will immediately notify us if your Partner Credentials are revoked, terminated, suspended, or otherwise no longer valid.
9.2 2ndVault Certified Experts. If you are a Partner who is also a 2ndVault Certified Expert, you further represent and warrant that you have successfully completed the training program required by 2ndVault and obtained the requisite certification. You agree to complete any required and/or refresher courses to remain certified. Without limiting your obligations under Section 4.1 (Fees), you will pay us the fees associated with the training program and requisite certification (including any maintenance thereof) and comply with all additional terms and conditions associated with such training program and requisite certification in each case. Upon our request, you will submit supporting documentation of your Partner Credentials in writing to us for verification. You agree not to share any proprietary trade secrets including the functionality of 2ndVault to any other person or entity.
10.Privacy and Information Security
10.1 Privacy Policy. Your submission of information through the Partner Portal is governed by our data privacy policy, located at https://2ndvault.com/privacy-policy/ (the”Privacy Policy”).
You represent and warrant that any information you provide in connection with the Partner Portal is and will remain accurate and complete and that you will maintain and update such information as needed.
10.2 Your Systems. You have and will retain sole responsibility for your information technology infrastructure, whether operated directly by you or through the use of third-party services (“Systems”), and all access to and use of the Partner Portal and other Company IP we provide to you, directly or indirectly by or through your Systems or your access credentials, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You will employ all necessary safeguards (physical, administrative, technical and otherwise) to protect against any unauthorized access to or use of the Partner Portal or Client Documentation.
11.Confidentiality
While using the Partner Portal you may receive certain private or confidential information, including information about Clients and Client Documentation, from us or a Client (“Confidential Information”). Except to comply with law, regulation, or other legal process, or upon prior written consent by the Client (with respect to Client Documentation or other non-public information of such Client), you will not publish, disseminate, or disclose, for your own benefit or the benefit of any third party, any Confidential Information. You will not engage in any activity which violates the privacy of any Client. Your failure to comply with the foregoing will constitute a material breach of this Agreement, and to fully compensate 2ndVault by this breach, including any attorney fees, cost of litigation, and damages.
12.Governing Law; Dispute Resolution
See Terms and Use (https://2ndvault.com/terms-and-condition-of-use/). This Agreement is governed by and will be construed in accordance with the laws of the State of Florida, without regard to its principles of conflicts of law, and regardless of your location. Any claim arising out of or related to this Agreement, including claims related to the parties’ negotiations and inducements to enter into this Agreement, will be resolved by final and binding arbitration under the rules of JAMS in effect when the arbitration is filed (the”JAMS Rules”). Each party waives any right to adjudicate any dispute in any other court or forum, except that a party may seek interim relief before the start of arbitration as allowed by the JAMS Rules. The arbitration will be held in Fort Lauderdale, Florida, and utilize a single arbitrator chosen and mutually agreed to by the parties. The parties will abide by the arbitrator’s decision, and any court having jurisdiction may enforce it. If any legal action, dispute, or other proceeding arises or is commenced to interpret, enforce, or recover damages for the breach of any term of this Agreement, the prevailing party will be entitled to recover reasonable attorney’s fees and costs incurred in connection with such action, in addition to costs of suit.
13.Changes to this Agreement
In our sole discretion, we have the right to update this Agreement from time to time. All modifications are effective immediately when we notify you thereof. Your continued use of the Partner Portal following the effective date of any modifications to this Agreement will be deemed an acceptance of the modified Agreement. You are expected to check this page frequently so you are aware of any modifications, as they are binding on you.
14.Miscellaneous
This Agreement constitutes the entire Agreement and understanding between you and us with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision in this Agreement does not affect any other provision in this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. Our failure to act by with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason without our prior written consent, and any action or conduct in violation the foregoing will be void and without effect. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”