These Terms are effective as of the date you first access the Service. PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION AGREEMENT IN SECTION 13 OF THESE TERMS, WHICH REQUIRES THAT DISPUTES RELATED TO THESE TERMS AND THE SERVICE, BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 13 OF THESE TERMS. We reserve the right to change these Terms at any time in our sole discretion by providing notice that these Terms have been changed. We may provide notice by sending an email, posting a notice via the Service, posting the revised Terms on our site or mobile application, and revising the date at the top of these Terms, or another form of notice. Any changes or modifications will be effective immediately and your continued use of the Service following the notice will constitute your acceptance of the changes. To be perfectly clear, 2ndVault, Florida C-Corporation is not a substitute for a certified public accountant (CPA), accountant, accounting firm, attorney, law firm, financial institution, financial advisor/planner, executor, personal representative, or a fiduciary. If you have any questions about any financial advice, you must seek the advice of an attorney, CPA, or a financial advisor/planner, executor, personal representative, or a fiduciary.
These terms and conditions of use are entered into between You and 2ndVault (“2ndVault,” “we,” “our” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference collectively, (“Terms and Conditions” or “Terms”), govern your access to and use of 2ndVault, including any content, functionality, and services offered on or through www.2ndvault.com or directly at app.my2ndvault.com.
In these terms, the words “You” “User,” and ““Your” refers to either an entity (“any company form including sole proprietor, professional services firm, professional service provider) and/or one individual who is deemed the registered customer administrative user or end-user of the account. For example, an account under the name “Jack Smith,” only belongs to Jack Smith—no one else. The two exceptions to this rule is if the user designated a “Confidant” and/or a “Collaborator.” A Confidant is an individual that you choose to obtain access to your account at any time, or in your unplanned absence, or on the terms that you specify when establishing an account with 2ndVault. A Collaborator is an individual or representative of an entity that has been invited by the end-user to access the service in its entirety or in part. An entity is automatically given the role of collaborator when an enterprise service account is established. Upon establishing an account with 2ndVault, the User, Confidant and Collaborator will be notified via email (with the exception of the licensing entity who is automatically a collaborator upon entity account activation). A confidant will be provided a Confidant Code which is an alphanumeric code that is automatically generated. The Confidant Code is used to initiate the retrieval process, which is the process of providing access to your account to your Confidant. This code is a requirement along with “photo identification” (Valid Drivers License or Valid Passport) and “a digital version of a physical document” (proof of either medical incapacitation or death of the user.
For your Confidant to retrieve your account information, your Confidant must complete and submit a retrieval form with the unique confidant code provided during the nomination process by the user of the confidant, photo identification, and a digital version of a physical document. Once the application is submitted an email and an SMS notification will be emailed to the user’s registered email address and phone number.
The site provides an interactive way for users to store your unique and identifying information to provide it to your Confidant at any time, or in your unplanned absence, or on the terms that you specify when establishing an account with 2ndVault (“interactive service” or “service” or “services” or “the service”).
2ndVault is a digital organization service that allows for users to gather, store and secure information. 2ndVault grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to access and use the Service subject to the terms and conditions set forth in these Terms.
In order to access the Service, you must register with 2ndVault by completing the registration forms provided via the website or provided through a partner portal. You agree to (a) provide accurate, current, and complete information as may be prompted by the registration forms via the website (“Registration Data”), (b) maintain the security of your 2ndVault account password, (c) maintain and promptly update the Registration Data, and any other information you provide to 2ndVault, to keep it accurate, current, and complete and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to 2ndVault.
You are responsible for safeguarding the passwords you use to access the Service and agree to be fully responsible for activities or transactions that relate to your 2ndVault account or password. You must notify 2ndVault immediately if you learn of an unauthorized use of your 2ndVault account or password.
We reserve the right to withdraw or amend this site, and any service or material we provide on the site, in our sole discretion without notice. You acknowledge and agree that your use of our services or our site are at your own risk, including, but not limited to, your inability to access the site for any reason. We will not be liable if for any reason all or any part of the site is unavailable at any time or for any period. From time to time, we may, and in our sole discretion, restrict access to some parts of the site, or the entire site, to users, including registered users, registered collaborator, and registered confidants.
You are responsible for both:
If you choose, or are provided with, a user name, password, or any other information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person, third party, or entity. You agree to notify us immediately of any unauthorized access to or use of your user name, password, Confidant Code, or any known or suspected breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
You authorize 2ndVault to charge you a recurring annual charge to your credit card or debit card for our services. The recurring charge will be at the rate that is chosen at the time of sign-up. You also agree that your annual service fee is automatic and paid one full-year in advance.2ndVault reserves the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you. We may receive updated credit card information from our merchants from time to time in cases where your account is issued a new card number or your credit card expires.
However, you agree to notify us, and you agree to manually update your credit card or debit card when changes occur. Obviously, we need a credit card stored within your account if you wish to continue to conduct business with us. If we attempt to charge your credit card or debit card, and we are unsuccessful, you will be notified via email. If you fail to provide us with billing information associated with your account, or in case of non-action by you, the account may be cancelled, in our sole discretion with or without reason or notice to you. We may delay cancelling your account related to non-payment for the services and provide a grace period of up to sixty (60) days from the due date to allow for you to pay your charges in full. If the account is cancelled for any reason, any and all user data stored will be removed from our servers, and thereafter will become non-retrievable. To be perfectly clear, everything you may have uploaded, stored, and saved will not be accessible. This is to protect you and us.
2ndVault reserves the right to terminate any free or trial accounts at any time, with or without notice. Without limiting the foregoing, if you have a free or trial account that is unpaid ($75 annual fee) after thirty (30) days, then we reserve the right to terminate the free or trial account without providing additional notice. Consequently, any documents, papers, or data entered inputted into your free or trial account (see User Contributions) will be suspended and purged.
The Service is accessible pursuant to one of the 2ndVault’s subscription plans. Each plan includes a description of the Service, the term such Service is accessible, the applicable fees (“Subscription Fees”), and additional terms. The terms and conditions of the subscription plan you select are incorporated into these Terms by reference.
Unless otherwise suspended or terminated, you have the right to access the Service for the term set forth in the 2ndVault subscription plan you select and such term will automatically renew for successive periods equivalent to the length of the initial term you selected (collectively, the “Subscription Term”). You will be charged the Subscription Fees set forth in the 2ndVault plan you select in accordance with the applicable payment terms. You may change the type of 2ndVault subscription plan selected or terminate the 2ndVault subscription plan according to the terms and conditions of such subscription plan. Except as set forth below, or unless we state otherwise, all payments (a) must be made in U.S. dollars, (b) must be made by payment card via 2ndVault or our authorized payment processor, and (c) are non-refundable.
If your payment method fails, you withdraw your authorization above, or your payment is past due, we may suspend your use of the Service. We also may collect fees owed by charging other payment methods on file with us or retain collection agencies and legal counsel. 2ndVault, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report.
WHEN YOU CREATE AN ACCOUNT FOR THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
You may cancel your subscription to the Service at any time by emailing support@2ndVault.com. While you may cancel your subscription to the Service at any time, you acknowledge and agree that any and all fees (including, but not limited to, the Subscription Fees) you have paid or are payable for the Service are non-refundable. This means that, although you may cancel your subscription to the Service before the end of the applicable Subscription Term, you remain responsible for the fees for the entire Subscription Term, regardless of the date of cancelation.
Ownership of all content including any identity documents, deeds, certificates, insurance policies, tax forms, passwords, messages, text, photos, and other materials and information (collectively, “User Content”) you upload to the Service or otherwise use in connection with the Service is retained by you, except in the case of using the source through the partner portal and that you grant us a non-exclusive, royalty-free, worldwide, fully-paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, and create derivative works from your User Content solely in order to provide the Service (including to permit Partners to provide Advisory Services to you).
You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity.
Except as expressly authorized by these Terms, you may not (a) modify, disclose, alter, translate, or create derivative works of the Service (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Service (or any components thereof), (c) use the Service to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) copy, frame, or mirror any part or content of the Service, (e) build a competitive product or service, or copy any features or functions of the Service, (f) interfere with or disrupt the integrity or performance of the Service, (g) attempt to gain unauthorized access to the Service or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Service, (i) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Service or the functionality of the Service, (j) take any action that imposes an unreasonable or disproportionately large load on the Service, (k) use the Service for any purpose that is illegal in any way or that advocates illegal activity, or (l) cause or permit any unauthorized individual to do any of the foregoing.
2ndVault’s name, tagline, logo and the look and feel of the Service are our trademarks and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
The site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the 2ndVault, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You are permitted to use any and all content, features and functionality of the site for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our site, except as follows:
You must not:
If you print, copy, modify, download, or otherwise use or provide any other person (or third party) with access to any part of the site in breach of the Terms, your right to use the site will immediately terminate and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the site or any content on the site is transferred to you, and all rights not expressly granted are reserved by 2ndVault. Any use of the site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
2ndVault, the terms 2ndVault, and all related names, logos, product and service names, designs, and slogans are trademarks of 2ndVault or its affiliates or licensors. The use of any such proprietary marks are strictly prohibited. You must not use such marks without the prior written permission of 2ndVault. All other names, logos, product and service names, designs, and slogans on this site are the trademarks of their respective owners.
2ndVault will respond to notices of alleged copyright infringement pursuant to the requirements of the Digital Millennium Copyright Act (“DMCA”). If You believe that any content on this site infringes your copyrights, You may request removal of such content by providing written notice to 2ndVault Designated DMCA Agent at:
2825 NE 26th St., Fort Lauderdale, FL, 33305or by email at email@example.com
This address and email address should only be used to report allegations of copyright infringement. Contact information for other matters is provided elsewhere on this site.
Your notice must satisfy the requirements of the DMCA and include the following information:
2ndVault reserves the right to disregard a notice that is unclear or otherwise fails to comply with the DMCA. In the event that 2ndVault determines that a DMCA notice lacks validity, 2ndVault may refuse to remove the complained of content at its discretion. Election by The 2ndVault to either remove or leave the complained of content does not constitute a legal decision about the validity of your claim of infringement or the possible defenses to a claim.
We may provide through the Service a platform known as the “Partner Portal” for you to connect to a professional, expert, professional organizer, coach or advisor (a “Partner”) to provide advisory services (e.g., legal, tax, real estate, accounting, wealth management, estate planning, organizational services) (“Advisory Services”) to you.
You acknowledge and agree that the relationship between Partners and 2ndVault are that of independent contractors and nothing in these Terms will make such Partners employees of 2ndVault, partners to a joint venture with 2ndVault, or agents of 2ndVault. Such Partners do not, and will not, have the authority to enter into any contract or commitment in the name of, or on behalf of, 2ndVault or bind 2ndVault in any respect whatsoever. It is your sole responsibility to evaluate and determine whether a Partner is appropriate for your purposes, select the Advisory Services a Partner will provide, and negotiate and execute any agreements with such Partner to perform such Advisory Services. You further acknowledge and agree that the Partners may not achieve the results you desire, and 2ndVault will not be responsible or liable in any manner whatsoever for any Advisory Services, output, or results obtained from any Partner. Notwithstanding anything to the contrary, we make no representations about or guarantees the Advisory Services, outputs, or results obtained from any Partner, including their completeness, accuracy, reliability, validity, or timeliness.
We may also provide you the ability to grant Partners access to your User Content or 2ndVault account credentials in order for the Partners to provide Advisory Services to you. You acknowledge and agree that it is your responsibility to determine whether it is appropriate to grant a Partner access to your User Content or 2ndVault account credentials and to select what material to provide a Certified Expert. You acknowledge and accept that is using our service through a partner portal the provider does hold the role of collaborator. 2NDVAULT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING ANY USER CONTENT, 2NDVAULT ACCOUNT CREDENTIALS OR OTHER INFORMATION YOU PROVIDE TO ANY PARTNERS.
Without limiting Section 8, we make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of third-party sites, products, or services accessible by link from the Service (“Third-Party Services”). We provide these links to you only as a convenience and the inclusion of any link does not imply our affiliation, endorsement, or adoption of the corresponding site or any information contained in (or made available via) any Third-Party Services. When you leave the Service, our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices, of any Third-Party Services to which you navigate from the Service.
We are not responsible or liable to any third party for the content or accuracy of any User and/or collaborator Contributions completed by you or anyone else on your behalf (or a third party) of the site.
As a condition of the use of the site, you agree to defend, indemnify, and hold harmless 2NDVAULT™, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees, and costs at all levels of any proceedings) arising out of or relating to your or any person or entity’s violation of these Terms or your use of the site, including, but not limited to, your User Contributions, any use of the site’s content, and services, other than as expressly authorized in these Terms, or your use of any information obtained from the site.
You agree, at your sole expense, to defend, indemnify and hold us (and our affiliates, directors, officers, employees, consultants and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) that we (or our directors, officers, employees, consultants, or agents, individually or collectively) incur and are caused by, arise out of, result from, are attributable to, or are in any way incidental to any of your conduct (including your provision of any User Content or other information to Partners or other third parties) or any actual or alleged breach of any of your obligations under these Terms.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, 2NDVAULT, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE ACCESS TO OR USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) ANY STORED USER CONTENT WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (C) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (D) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICE WILL BE PREVENTED.
2NDVAULT’S ENTIRE LIABILITY TO YOU WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO 2NDVAULT DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED. FURTHER, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, (A) THE SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE TERMS OR CONDITIONS OF THE SERVICE LEVEL STANDARDS ARE THE CREDITS PROVIDED UNDER THIS AGREEMENT, AND (B) 2NDVAULT WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF OR UNAUTHORIZED ACCESS TO ANY USER CONTENT OR OTHER INFORMATION, INCLUDING ANY SUCH DISCLOSURE, USE, OR ACCESS ARISING OUT OF OR RELATING TO ANY USER CONTENT OR OTHER INFORMATION PROVIDED TO ANY PARTNERS, EXCEPT IF SUCH OCCURS AS A RESULT OF 2NDVAULT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 2NDVAULT WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 12 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
2NDVAULT CAN INITIATE EITHER 13.1 OR 13.2 WHEN IT COMES TO INITIATING ARBITRATION AT THE SOLE DISCRECTION BY 2NDVAULT IF/WHEN NECESSARY AND BECOMES RELEVANT.
If arbitration is sought you must first send a written notice (“Notice”), by certified mail to 2ndVault, 3296 North Federal Highway #11331, Fort Lauderdale, Florida 33339. If 2ndVault intends to seek arbitration, 2ndVault will send a Notice to the current billing address on your account. The Notice must describe the nature and basis of the claim and the specific relief sought. If the parties cannot reach an agreement within 30 days from the receipt of the Notice, either party may initiate arbitration proceedings.
13.1 A form to initiate arbitration proceedings is available on the American Arbitration Association (“AAA”) site at www.adr.org. In addition to filing this form with the AAA, the party initiating the arbitration must mail, by certified mail, a copy of the completed form to the opposing party. You may send such copy to 2ndVault at 2825 NE 26th Street, Fort Lauderdale, FL, 33305 and 2ndVault will send such copy to the current billing address on your account or to your attorney, if you have retained one.
Each party is responsible for their own costs, filing fees, and attorney fees associated with arbitration.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Unless 2ndVault and you agree otherwise, any arbitration hearings will take place by video or telephone conference. Any claim for $1,000 or less will be conducted solely on the basis of the documents submitted to the arbitrator, through a telephonic hearing.
The arbitration will be held by a single arbitrator and in Fort Lauderdale, Florida, USA.
The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party is to pay their own fees and costs for the Arbitration.
Except as set forth in the Arbitration Agreement section above, all matters relating to your access to or use of the site and all matters arising out of or related to these Terms, will be governed by the applicable laws of the state of Florida except for its conflicts of laws principles. United States of America and the laws of the State of Florida, without regard to Florida’s choice of law principles. Unless you and 2ndVault agree otherwise, in the event that it is determined or these Terms provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court in the United States of America) shall be resolved in the United States District Court for the Southern District of Florida, and you submit to the personal jurisdiction of that court. If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the District of Florida for any such claim, then the exclusive forum and venue for any such action shall be the courts of the State of Florida located in Broward County, and you submit to the personal jurisdiction of that court. As to any proceeding in court, you and 2ndVault both waive your right to a jury trial.
The choice-of-law and forum-selection provisions in this section do not apply to the Arbitration Agreement or to any arbitrable disputes as provided by the Arbitration Agreement section. Instead, as provided in the Arbitration Agreement section, the Federal Arbitration Act shall apply to any such disputes.
No waiver by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
No Representative Actions. The parties agree that any dispute arising out of or related to these Terms or the Service is personal to the parties and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding. Arbitration of Disputes. Except for small claims disputes in which a party seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which a party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, each party waives its rights to a jury trial and to have any dispute arising out of or related to these Terms or the Service resolved in court. Expressly excepted from this arbitration agreement to arbitrate are employment-related claims such as those concerning employment termination, discrimination, harassment, and wage and hour issues under state and federal law. For any other type of dispute or claim that you have against us or relating in any way to the Service, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at support@2ndVault.com or by certified mail addressed to 2ndVault, 2825 NE 26th Street, Fort Lauderdale, FL 33305. The Notice must (a) include your name, residence address, email address, and telephone number, (b) describe the nature and basis of the claim, and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If the parties cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Fort Lauderdale, FL in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The arbitrator will apply Federal Rules of Civil Procedure Rule 56 and Rule 68 which can be found at https://www.law.cornell.edu/rules/frcp/rule_56 and https://www.law.cornell.edu/rules/frcp/rule_6. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. The parties agree that these Terms affect interstate commerce and that the enforceability of this arbitration agreement will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The arbitrator and the parties will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. The parties agree that for any arbitration you initiate, you will pay the filing fee and we will pay the remaining JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees and costs. The parties agree that the state or federal courts of the State of Florida and the United States sitting in Fort Lauderdale, FL have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. This arbitration agreement does not bar or preclude any party from seeking immediate equitable injunctive relief on an emergency or ex parte basis, to the extent permitted by applicable law and rules of court, arising from the breach of these Terms, and based on a good faith belief that material irreparable harm will result unless equitable relief is sought and granted. All other claims, causes of action, remedies, damages, and forms of relief in law or equity will be subject to arbitration under this arbitration agreement to the extent permitted by applicable law. The parties further agree that no bond or other security will be required in obtaining such equitable relief and hereby waive any such requirement and consent to the issuance of such injunction and to the ordering of specific performance. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this arbitration agreement, including, but not limited to, disputes regarding the arbitrability of claims and any claim that all or any part of this arbitration agreement is void or voidable. If any portion of this arbitration agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms, (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this arbitration agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this arbitration agreement, and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims will be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this arbitration agreement is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this arbitration agreement will be enforceable. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this arbitration agreement by sending an email to support@2ndVault.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13 of these Terms.
These Terms will be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without resorting to its conflict of law provisions. 2ndVault may, by itself or through an independent third party, audit your use of the Service to verify your compliance with these Terms. Notwithstanding any terms to the contrary in these Terms, any suggestions, comments, or other feedback provided by you with respect to 2ndVault or the Service (collectively, “Feedback”) will constitute confidential information of 2ndVault. Further, 2ndVault will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby assign to 2ndVault all right, title and interest you may have in and to the Feedback (including all intellectual property rights embodied in the Feedback). You acknowledge and agree that 2ndVault may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Service and/or any individuals/entities that interact with the Service (collectively, “2ndVault Analytic Data”). Notwithstanding any terms to the contrary in these Terms, as between the parties and subject to the grants expressly set forth in these Terms, 2ndVault owns all right, title, and interest in and to the Service, and the 2ndVault Analytic Data, together with any and all intellectual property rights embodied in or related to the foregoing. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by you, by operation of law or otherwise, without the prior written consent of 2ndVault, and any attempted transfer, assignment or delegation without such consent will be void and without effect. 2ndVault may freely transfer, assign or delegate these Terms or its rights and duties under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms are not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Except for payments due under these Terms, neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, or explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, sabotage or piracy, riot or other civil unrest, government order, law, or action, embargoes or blockades in effect on or after the date of this Agreement, strikes, labor stoppages or slowdowns or other industrial disturbances, interruption or termination of any services provided by any service providers used by 2ndVault, and plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis (including, quarantine or other employee restrictions) (each a “Force Majeure Event”). If you are a Florida resident, you may have these Terms mailed to you electronically by sending a letter to 2ndVault, 2825 NE 26th Street, Fort Lauderdale, FL 33305 with your electronic mail address and a request for these Terms.
2825 NE 26th Street,
Fort Lauderdale, FL 33305 support@2ndVault.com
You may use the site only for lawful purposes and in accordance with these Terms. You agree not to use the site:
Additionally, you agree not to:
We have the right to:
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting or uploading any materials on or through the site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY 2NDVAULT™ DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER 2NDVAULT™ OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review any material before it is posted or uploaded on the site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User and/or collaborator Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User and/or collaborator Contributions must not:
You are solely responsible for maintaining the confidentiality of your username, password, and account. In addition, but not by way of limitation you are solely responsible for any and all statements made and/or any acts or omissions that occur through the use of your username, password, and account, and charges incurred. Therefore, you must take steps to ensure to protect the integrity of your account by not providing others with access to your username, password, or account. PLEASE REMEMBER, WE WILL NEVER ASK YOU FOR YOUR PASSWORD OR YOUR CONFIDANT CODE. IF YOUR CONFIDANT’S CODE IS LOST, MISPLACED, STOLEN, OR DELETED, 2NDVAULT™ WILL NOT PROVIDE YOUR CONFIDANT WITH A NEW CONFIDANT CODE, AND YOUR CONFIDANT WILL NO LONGER HAVE ACCESS TO YOUR ACCOUNT.
We will never have access to the User’s account, collaborator account or confidant account. Only the User, and his or her Confidant and/or collaborator can access the User’s account. Your Confidant can only gain access through the use of his or her Confidant Code, photo identification and digital physical document. We will provide the Confidant code to the User and the Confidant upon the completion of the User’s registration. AGAIN, ONLY THE USER CAN OBTAIN A NEW CONFIDANT CODE IF HE OR SHE LOSES IT. HOWEVER, IF THE CONFIDANT LOSES THE CONFIDANT CODE, WE WILL NOT PROVIDE THE CONFIDANT WITH A NEW CODE AND YOUR CONFIDANT WILL NOT BE ABLE TO ACCESS THE YOUR ACCOUNT. THIS IS TO PROTECT THE SECURITY OF THE USER AND US.
We understand you may have an, agent, lawyer, law firm, personal certified public accountant, accountant, accounting firm, representative, executor, trustee, power of attorney, financial advisor, financial planner, or fiduciary to represent your interests (collectively “third parties”).
If you elect to provide your user information, password, access to your account, access through the collaborator feature, access through the confidant feature, or your Confidant Code to a third party, please understand, you assume all responsibility for doing so, and you do so at your own peril. Additionally, any third party that you provide your username, password, Confidant Code, and access to your account, the third party is hereby legally bound to the terms as outlined herein, including the arbitration agreement. Before any third party gains access to the service, you agree to notify the third party of the terms, and they must read the terms before gaining access to the service. Finally, you agree to notify us immediately if you provide your username, password, account information to any third party, regardless if you did so intentionally or unintentionally. This means, if you discover that ANYONE, including a person or entity obtained access to your account by fraud, trickery, deceit, or hacking, you must notify us immediately. If you fail to notify us immediately, your account may be terminated without notice. YOU DO NOT NEED TO PROVIDE US YOUR CONFIDANT CODE OR ANY PERSONAL INFORMATION ASSOCIATED WITH YOUR ACCOUNT THAT YOU MAY HAVE UPLOADED OR DOWNLOADED FROM OUR SITE, BUT YOU MUST NOTIFY US THAT YOU PROVIDED A THIRD PARTY WITH YOUR CONFIDANT CODE.
To help protect your security, you may write, “Not for Official Use” on any copies of any documents that you choose to upload to this site.
Additionally, you may redact out information on any copies of any documents that are not essential to you in any documents.
This site is offered and available to users who are 18 years of age or older and who reside in the United States or any of its territories or possessions. If you are under 18 years of age, you may not, under any circumstances or for any reason use the site. By using this site, you represent and warrant that you are 18 years of age or older, and agree to form a binding contract with 2ndVault, and that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the site.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the site thereafter. However, any changes to the dispute resolution provisions set out in the United States District Court in the Southern District of Florida and Seventeenth Judicial Circuit in Broward County, Florida, will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the site.
Your continued use of the site following the posting of revised Terms means that you accept and agree to the changes. You agree to check this page each time you access this site so you are aware of any changes, as they are binding on you.
The site contains web pages personal to you, your profile, forms, questions, questionnaires, and other interactive features through the Interactive Services that allow a User to answer, submit, publish, upload, display, or transmit content or materials (collectively, “User Contributions”) on or through the site. All User Contributions must comply with the terms of the site.
Your User Contributions are considered non-confidential, and there is no attorney-client relationship between us and you, or agent, lawyer, law firm, personal certified public accountant, accountant, accounting firm, representative, executor, trustee, power of attorney, financial advisor, financial planner, or fiduciary, or frankly anyone affiliated with you, retained, paid, or working pro-bono (for free) with you.
2ndVault is not responsible or liable for the security, safety, validity and legality of your User Contributions. Before answering any questions on the site, signing any documents, or uploading of any documents, data or information, please understand that you or your representatives, including, but not limited to, an agent, lawyer, law firm, personal certified public accountant, accountant, accounting firm, representative, executor, trustee, power of attorney, financial advisor, financial planner, or fiduciary are fully responsible for any and all documents, or uploading of any documents, data or information you upload to the site, and any other information you provide to us or on the site associated with the service.
IF FOR ANY REASON YOU ARE NOT COMFORTABLE WITH THESE TERMS, PLEASE REFRAIN FROM USING 2NDVAULT™.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User and/or collaborator Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
The information presented on or through the site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you, or any third-party place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the site, or by anyone who may be informed of any of its contents.
This site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of us. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The site from which you are linking, or on which you make certain content accessible, must comply in all respects with the standards set out in these Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
The owner of this site is based in the State of Florida in the United States. We provide this site for use only by persons located in the United States. We make no claims that the site or any of its content is accessible or appropriate outside of the United States. Access to the site may not be legal by certain persons or in certain countries. If you access the site from outside the United States, you do so on your own initiative and are responsible for compliance with the local laws from where you access.
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.
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.
5.1 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.
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
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.
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.
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.”
For any questions, feedback or suggestions please send an email firstname.lastname@example.org or request a call back.
2nd Vault is not a licensed agency for legal, financial, healthcare, or medical purposes. 2nd Vault is simply an online binder to save any relevant personal information in one place.