DecisionVault

Terms of Service

Last Updated: November 6, 2020

These Terms of Use (these “Terms”) constitute the entire agreement for use of the software and Service provided by DecisionVault LLC (“we”, “us”, “our”, “DecisionVault”) offered through its website, software mobile applications, plugins, and any related products or Service, as may be available now or in the future (“Site”).

By using the Site or the Service (defined below), you agree to these Terms and the Privacy Policy which is incorporated herein and can be accessed here: Privacy Policy

1. DEFINITIONS.

(a) “Administrator” shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators, and bind the Subscriber to additional Service that are or may be offered by DecisionVault.

(b) “Authorized User” shall mean a licensed attorney or legal professional who has been added by a Subscriber and designated as an Authorized User.

(c) “Client User” means an individual who has been invited to use the client-facing intake portal features of the Service in a limited capacity as a client or prospective client of an Authorized User.

(d) “Confidential Information” means any information or materials provided by one party to the other party hereunder and reasonably understood to be confidential or otherwise conspicuously marked as such.

(e) “Content” means all Materials, content, web pages, source code, calculations, products, materials, data, information, text, screens, photos, video, music and sound, functionality, design, layout, screen interfaces, “look and feel”, design, functionality, and the operation of the Site and/or Service.

(f) “Materials” means information, materials, workflows, question forms, typeforms, document preparation and all other tools and materials designed to assist with client intake and offered through the Site and/or Service.

(g) “Service” shall mean the software or Service provided by DecisionVault, including, but not limited to the Materials made available through the Site.

(h) “Subscriber” shall refer to the purchaser of the Service and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

(i) “User” shall collectively refer to Authorized Users and Client Users, as specifically provided hereunder.

(j) “User Data” shall mean any information provided by an Authorized User or Client User to DecisionVault in connection with the Service,

(k) “User Submissions” shall refer to comments, suggestions, feedback, testimonials, or reviews uploaded, shared, stored, or otherwise provided through the Site and/or Service.

2. ACKNOWLEDGMENT AND ACCEPTANCE.

By accessing and using the Site and/or Service, you agree (a) that you have received, read and understood these Terms, and that these Terms create a valid and binding agreement, enforceable against you in accordance with the terms hereof, (b) to be bound by these Terms, any terms, conditions or other rules, regulations or policies of DecisionVault, as each may be amended or supplemented from time to time in our sole discretion without notice, and (c) that your use of the Service shall comply with all applicable federal, state and local laws, rules or regulations, and that you are solely responsible for your compliance with, familiarity with and understanding of any such laws, rules or regulations applicable to your use of the Site and/or Service.

Additionally, and without limiting the foregoing, by using or accessing the Site and/or Service, each User represents and warrants that they: (a) are eighteen (18) years of age or older, (b) are not currently restricted from using the Site and/or Service, or not otherwise prohibited from having an account with us, (c) are not engaged in any business or activity, directly or indirectly, that could be competitive with the business or activities of DecisionVault, and are not using the Site and/or Service for any reason that may be in competition with the Site and/or Service or any other product or service offered by DecisionVault, (d) have full power and authority to enter into and perform these Terms, and doing so will not violate any other agreement to which you are a party, (e) are the owner of or have the necessary permissions to input the User Data into the Site and/or the Service and affirms that they have read and agree to our Privacy Policy, (f) will not violate any rights of DecisionVault, including, without limitation, intellectual property rights such as patent, copyright or trademark rights, (g) agree to provide, operate and maintain, at your sole risk, cost and expense, all equipment, software, and internet access necessary to use the Site and/or Service; and (h) agree to provide, operate and maintain, at your sole risk, cost and expense, any professional licenses and insurance coverage which may be required by applicable law.

IF YOU DO NOT AGREE WITH ANY PORTION OF THESE TERMS, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE AND/OR THE SERVICE.

3. DESCRIPTION OF SERVICE.

The Site and/or Service has been designed to be used by Authorized Users and their Clients. We provide a secure technology platform through which a Client User can provide biographical information, input User Data using the existing Materials or as such Materials may be customized by an Administrator, respond to questions and upload documents. Such User Data may then be synchronized or integrated with other tools that the Authorized Users utilize, such as case management systems, CRM or other legal software.

Subscriber acknowledges and agrees that DecisionVault may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Site and/or the Service.

4. ACCESS TO THE SERVICE.
  • Subscriber is only permitted to access and use the Service if he/she is an Administrator, Authorized User or Client User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
  • Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly, but in no event later than 72 hours of learning of such event, notify DecisionVault if a username and password has been lost, stolen, compromised, or misused.
  • Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:
    • any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms.
    • DecisionVault shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if DecisionVault has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;
    • Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. DecisionVault, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
    • DecisionVault reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
  • We reserve the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than one business days’ notice prior to any such suspension if possible. Such notice shall be provided to you in advance if possible via notification within the Site and/or Service, email or other notification method deemed appropriate by DecisionVault. Further, we shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to Subscriber, but reserve the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, we will endeavor to use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension if possible. You agree that we will not be liable for any loss, cost, damage, or expense resulting from or relating to your lack of access to the Site and/or Service.
5. RESTRICTIONS ON USE.

You may use the Service only for lawful purposes and in accordance with these Terms. Each Subscriber (i) is responsible for the compliance by its Users with these Terms, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Service. If the authorized status of a User changes, it is your responsibility to promptly remove such User’s access to the Site and/or Service. You shall ensure that all Authorized Users keep all passwords and other access information to the Site in strict confidence.

You agree not to:

  • Use the Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • Use the Service in any way that violates any applicable rules of professional conduct applicable to you;
  • Use the Service for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • Use the Service to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in these Terms.
  • Use the Service to transmit, or procure the sending of any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • Impersonate or attempt to impersonate DecisionVault, a DecisionVault employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  • Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm DecisionVault or users of the Service, or expose them to liability.
  • Use the service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
  • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material displayed via the Service, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Service.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service stored, or any server, computer, or database connected to the Service.
  • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Service.

Any rights not expressly granted in these Terms are reserved by DecisionVault, and DecisionVault reserves the right to seek all remedies available by law and in equity for any violation of these Terms.

6. GRANT OF LICENSE.

(a) DecisionVault’s License Grant to Subscriber.

DecisionVault hereby grants Subscriber a fully revocable, non-exclusive, non-transferable, limited license to use and access the Service, subject to the limitations set forth in these Terms. The license granted to Subscriber to use the Service does not include the right to copy or distribute any portion of the Service, such as layout or design of the Site, logos, graphics, or images.

Except for the non-exclusive license granted pursuant to these Terms, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with DecisionVault.

(b) User License Grant to DecisionVault.

Each User grants to DecisionVault a non-exclusive, royalty-free right during such User’s use of the Service and active subscription, to use any User Data or Confidential Information for the sole purpose of performing the Service in accordance with these Terms. Such rights shall include permission for DecisionVault to generate and publish aggregate, anonymized reports on system usage and trends and type, provided they do not conflict with the confidentiality provisions set forth herein. You represent and warrant that you have the rights necessary to grant the license hereunder, and that your User Data does not infringe the law or third party rights or interests.

You understand and agree that DecisionVault, in performing the required technical steps to provide the Service to our Users, may need to make changes to the User Data to conform and adapt such data to the technical requirements of connection networks, devices, Service, or media, and the foregoing licenses include the rights to do so.

7. DECISIONVAULT’S INTELLECTUAL PROPERTY

Trademarks, service marks, logos, emblems, slogans, designs and copyrighted works appearing in the Service are the property of DecisionVault or the party that provided them to us. DecisionVault and those third parties retain all rights associated with any of the respective trademarks, service marks, logos, emblems, slogans, designs and copyrighted works appearing in the Service.

All Materials, content, web pages, source code, calculations, products, materials, data, information, text, screens, photos, video, music and sound, functionality, design, layout, screen interfaces, “look and feel”, design, functionality, and the operation of the Site (collectively, the “Content”) is the proprietary information of DecisionVault or the party that provided or licensed the Content to DecisionVault, and is protected by various intellectual property laws, including, but not limited to, copyrights, patents, trade secrets, trademarks, and service marks. All rights associated with the Content are owned by DecisionVault, our licensors, or our content providers. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial or non-commercial exploitation of Content will be permitted without our express, authorized written permission and/or the express, authorized written permission of the copyright owner.

The availability of any Content through the Site and/or Service shall under no circumstances constitute a transfer of any copyrights, trademarks, or other intellectual property rights. You do not acquire any license or ownership rights by downloading or viewing any Content or by any other means. You will not in any way copy, reproduce, publish, create derivative works from, perform, upload, post, distribute, transfer, transmit, modify, adapt, reverse engineer, frame in any web page, or alter the appearance of any Content.

All submissions to us, including any User Submissions, containing any comments, improvements, suggestions, and ideas regarding the Site and/or Service will become and remain our exclusive property, including any rights or future rights associated with such submissions, even if the provisions of these Terms are later modified or terminated. This means that you forever disclaim any proprietary rights or any other rights or claims in such submissions. You acknowledge and agree that we have the unrestricted, unencumbered right to use, publish, and commercially exploit, identical, similar, or derivative ideas originating from your submission, in any medium, now and in the future, without notice, compensation or other obligation to you or any other person. Notwithstanding the foregoing, you remain solely responsible for the content of your submissions, and you acknowledge and agree that neither DecisionVault nor any third-party affiliate of DecisionVault will assume any liability related to any action or inaction by DecisionVault or such third party with respect to your submissions.

You further acknowledge and agree that no jointly owned intellectual property shall be created as a consequence of the customization of any Content, and that DecisionVault owns all right, title and interest in and to its intellectual property.

As between DecisionVault and the Subscriber, any User Data uploaded or posted to the Service remains the property of the Subscriber and/or the Client. Upon cancellation or termination of Service, DecisionVault shall only be responsible for the return of User Data directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.

8. CONFIDENTIALITY.

Neither party shall disclose to any third party any Confidential Information without the other party’s prior written consent, except as otherwise expressly permitted under these Terms; provided, however, DecisionVault may use and disclose your Confidential Information (in accordance with our Privacy Policy) as necessary to provide the Service.

The foregoing restrictions do not apply to (i) any information that is in the public domain or already in the receiving party’s possession, (ii) was known to the receiving party prior to the date of disclosure, (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena. (unless the receiving party is legally precluded from providing such notice).

This Section will survive termination or expiration of your subscription to the Service.

The Site may contain links to websites maintained by third parties that may or may not be related to DecisionVault. Such links are provided for your convenience and reference only. We do not operate or control in any respect any information, software, products or service available on websites that are unrelated to us, and we do not endorse, approve, sponsor or control any such websites’ contents, or its sponsoring organization.

When you leave the Site for another website, please note that we are not responsible for the accuracy or content of the information provided by that website, nor are we liable for any direct or indirect technical or system issues arising out of your access to or use of third party technologies or programs available through that website. YOU AGREE THAT DECISIONVAULT WILL NOT BE RESPONSIBLE OR LIABLE FOR LOSS OR DAMAGE YOU MAY INCUR AS THE RESULT OF THE SERVICE OFFERED BY A THIRD PARTY, INCLUDING ANY DATA BREACH RESULTING FROM USE OF A THIRD PARTY WEBSITE .

10. ELECTRONIC COMMUNICATION.

The communications between you and DecisionVault use electronic means, whether you use the Site and/or Service or send us emails, or whether we post notices on the Site or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

11. MONITORING.

We reserve the right to monitor use of the Service. In addition, we reserve the right to collect, maintain, indefinitely store, and use (at our sole discretion and without limitation) any or all data from your use of or interaction with the Site and/or Service including, but not limited to analytical data on the functioning, operation, use, and use patterns on, with, and of the Site and/or Service (in accordance with our Privacy Policy). By your use of the Site and/or Service, you acknowledge, understand, and agree that we are not obligated to monitor, collect, store, maintain, or return any data from your use of or interaction with the Site and shall not have any liability for the failure to do so.

12. INDEMNIFICATION.

As a condition of your use of the Site and/or the Service, you agree to hold harmless, defend, and indemnify DecisionVault and all of our affiliates, vendors and licensors,, employees, officers, directors, agents and representatives, from and against any and all liabilities, expenses (including attorneys’ fees), losses, and damages arising out of claims resulting from your use of the Site and/or Service, including without limitation any claims alleging facts that if true would constitute your breach of these Terms or any provision herein, including any use of Content or User Data other than as expressly authorized by these Terms.

Subscriber acknowledges the risk that information and the User Data stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold DecisionVault liable for any loss, damage, or injury resulting from the interception of information. The User Data is stored securely and encrypted. DecisionVault may access and transfer the User Data and only to provide Subscriber with the Service. DecisionVault will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. DecisionVault’s actions will comply with its obligations under the Confidential Information Section of this Agreement.

This Section, as well as other sections that are intended to survive, shall survive termination of your access to or use of the Service.

13. SERVICE SUBSCRIPTION AND FEES.
  • Services Fees. Subscriber will pay certain non-refundable fees for the Service at the prices then in effect for the Service, and authorizes DecisionVault to charge your chosen payment provider or valid credit card for any such subscription amounts. Service Fees are charged on a per Subscriber basis. We may increase Service Fees from time to time by providing you with no less than thirty (30) days advance notice; provided, however, the Service Fees for any Service subject to a fixed term, will only be increased at the time of renewal of your subscription to such Service. Service Fees are non-refundable if you terminate your subscription early, including payments made by Annual Subscribers, setup fees, and other professional services charges. Subscriber agrees to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
  • Payment Frequency. Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions cancelled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge.
  • Collection of Delinquent Service Fees. You acknowledge that your failure to pay any Service Fees when due may result in suspension or termination of your subscription to the Service. If you fail to pay any of the fees or charges due hereunder, we reserve the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by us in connection with the collection of such delinquent amounts, including without limitation, any and all court and related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law.
  • Taxes. You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by federal, state or local governmental entities on the transactions contemplated by these Terms, based on the jurisdiction that the Subscriber is located in. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event of updated tax rates, DecisionVault will apply the new tax rate without notice to the Subscriber.
14. TERM AND TERMINATION.

The term of these Terms shall be conterminous with your subscription to the Service. Notwithstanding anything to the contrary herein, we may terminate or suspend your access to the Service, in whole or in part, prior to the expiration of the term in the event of any of the following:

(a) You breach these Terms and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach.

(b) You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under this these Terms.

(c) For any other reason expressly identified in these Terms or our policies and procedures made available to you.

In the event we terminate your Service prior to the expiration of its term, we will provide you with notice of such termination and termination will become effective on your receipt of notice.

15. DISCLAIMER OF WARRANTIES.

THE SITE AND/OR THE SERVICE IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY AND NOT INTENDED TO PROVIDE SPECIFIC COMMERCIAL, FINANCIAL, INVESTMENT OR LEGAL ADVICE. The Site and/or Service, including all Content, additions, changes and/or improvements, are provided “as-is”. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice or other content available through the Site.

We may change or discontinue any aspect or feature of the Site and/or Service, or the use of all or any features or technology in the Site and/or Service, or the third-party content at any time without prior notice to you. Your only right or remedy with respect to any problems or dissatisfaction with the Site and/or Service is to cease use of the Site and/or Service.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DECISIONVAULT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE. DECISIONVAULT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTENT OR OPERATION OF THE SERVICE, SITE WEB PAGES, PLUG-INS, OR THE USE THEREOF. THE CONTENT ON OR AVAILABLE THROUGH THE SERVICE COULD INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND COULD BECOME INACCURATE BECAUSE OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES OF PREPARATION OR PUBLICATION. DECISIONVAULT SHALL HAVE NO OBLIGATION TO MAINTAIN THE ACCURACY OF ANY CONTENT ON OR AVAILABLE THROUGH THE SITE OR THE SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT DECISIONVAULT IS NOT, AND SHALL NOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THE SITE OR THE SERVICE. DECISIONVAULT MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE OPERATION OF THE SITE OR THE SERVICE WILL MEET YOUR OR ANY OTHER USER’S REQUIREMENTS; (B) ACCESS TO THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; OR (C) ANY DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. YOU AGREE THAT YOU, AND NOT DECISIONVAULT, WILL BEAR THE ENTIRE COST OF ALL SERVICING, REPAIR, CORRECTION OR RESTORATION THAT MAY BE NECESSARY FOR ANY USER DATA, SOFTWARE PROGRAMS OR COMPUTER EQUIPMENT BECAUSE OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF USING, VISITING, OR INTERACTING WITH THE SITE OR THE SERVICE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL DECISIONVAULT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE OR THE SERVICE, ANY WEBSITES LINKED TO THE SITE OR THE SERVICE, OR ANY CONTENT CONTAINED IN THE SITE OR THE SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF DECISIONVAULT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, SERVICE, OR USER DATA, OR FROM THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO DECISIONVAULT BY THE SUBSCRIBER HEREUNDER IN THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.

You acknowledge that the Site and the Service has been made available to you in reliance upon these Terms, and in particular the Disclaimers and Limitations of Liability sections above.

17. FORCE MAJEURE.

DecisionVault will not be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of DecisionVault, including but not limited to natural disasters, acts of God, war, terrorism, actions or decrees of governmental bodies, pandemics, exchange or market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft, or any such similar incidents or occurrences (each, a “Force Majeure Event”). All of the obligations of DecisionVault with respect to the affected elements under these Terms will be suspended for the duration of such Force Majeure Event.

DecisionVault is not a law firm, does not provide legal advice, is not engaged in the practice of law and therefore, no attorney-client relationship results as a result of your use of the Site and/or Service. When you use the Site as a Client User of an Authorized User, you have or will be engaging an independent attorney in your state. The Site is intended for Users located in the United States.

19. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER.

(a) Agreement to Arbitration.

BY AGREEING TO THESE TERMS, YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND RESOLVE DISPUTES WITH DECISIONVAULT THROUGH BINDING ARBITRATION (AND WITH VERY FEW LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS (AS DETAILED IN THE DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER BELOW).

(b) Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Service, whether brought in arbitration or before a court of law, must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(c) Legal Disputes Not Subject to Arbitration.

For any actions not subject to arbitration, each party hereto (i) irrevocably submits, for itself and its property, to the jurisdiction of state and federal courts located in the City of Cheyenne, County of Laramie, State of Wyoming, and appellate courts therefrom, (ii) agrees that the venue for any suit, action or proceeding arising out of or relating to this Agreement shall be exclusive to and limited to such courts and (iii) irrevocably waives any objection it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any such court, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court that such court does not have jurisdiction over it. These Terms and the relationship between you and DecisionVault shall be governed in all respects by the laws of the State of Wyoming, without regard to its conflict of law provisions.

We encourage you to contact us if you have an issue, as most issues can be resolved without the involvement of a court or arbitrator. If negotiations do not resolve any disputes relating to your use of the Service or these Terms, you and we agree to submit the dispute to arbitration.

By using the Service, you consent to these restrictions including the selection of binding arbitration as the sole venue and jurisdiction for dispute resolution arising out of or related to these Terms. These Terms and its provisions shall be construed, interpreted, governed, and applied in accordance with the laws of the State of Wyoming, excluding its conflict of law principles.

This arbitration may be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures. Judgment on the arbitration award may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other groupings of parties is allowed. By agreeing to these Terms, you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights. If this prohibition of class arbitrations or other grouping of parties is deemed unenforceable, then this entire “Dispute Resolution, Arbitration, and Class Action Waiver” shall be deemed void and severed from the Terms. We follow the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness for all arbitrations done under these terms. The arbitration will be held in Denver County, Colorado. If any portion of these terms does not follow that standard, that portion is severed from these Terms. To file an arbitration, you must submit a Demand for Arbitration and filing fees to the appropriate court.

In the event we are unable to agree on a neutral arbitrator, each party shall select one arbitrator and the two selected arbitrators shall select a separate arbitrator to preside over the arbitration. To begin the arbitration process, a party must make a written demand therefor. To the extent it does not violate any applicable law, the arbitration fees and costs shall be split equally between the parties.

You can opt-out of the arbitration and class action waiver provisions set forth above by sending an email (from your registered email address on the Service) letting us know that you are opting out by contacting us with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT” within thirty (30) days of your first use of the Service, or the Effective Date of the first Terms containing an arbitration and class action waiver provision, whichever is later. Otherwise, you agree to arbitrate. If you opt-out of the arbitration and class action waiver provisions set forth above, we will not be subject to them either with respect to any disputes with you.

These Terms are subject to change from time to time. If we make any changes to these Terms, we will change the “Last Updated” date. You may be required to accept the amended Terms upon logging in to your account in order to keep using the Site and/or Service. Alternatively, we may post any non-material changes to these Terms on the Site with a notice advising of the changes in advance of the effective date of the changes. We may also notify you of material changes to these Terms, before the effective date of the changes, by sending an email or otherwise. If you do not agree to any non-substantial change to these Terms, you may terminate your subscription.

If a court or arbitrator decides that this paragraph is not enforceable or valid, then this subsection shall be severed from the section entitled “Dispute Resolution, Arbitration, and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Service.

This Section will survive termination or expiration of your subscription to the Service.

20. WAIVER AND RELEASE (FOR CA RESIDENTS).

The following applies for users in a jurisdiction that requires a specific statement regarding waiver and release.

For example, California residents must, as a condition of these Terms, waive the applicability of California Civil Code Section 1542 for unknown claims which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

You waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.

21. MISCELLANEOUS

(a) We may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that DecisionVault has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. We can modify or cancel the integrations at any time without notice.

(b) We shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other Users), any event that we reasonably believe represents unauthorized access to, disclosure of, use of, or damage to User Data (a “Security Breach”) within 72 hours after learning of the Security Breach. In the event of a Security Breach, DecisionVault shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected User Data ; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of User Data; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

(c) These Terms and our Privacy Policy constitutes the entire agreement between Subscriber and DecisionVault and governs each User’s use of the Service, superseding any prior agreements between such Users and DecisionVault (including, but not limited to, any prior versions of these Terms).

(d) If any part of these Terms is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

(e) You agree that no joint venture, partnership, employment, or agency relationship exists between you and DecisionVault as a result of these Terms or use of the Service.

(f) The failure of DecisionVault to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. Any waiver of these Terms by DecisionVault must be in writing and signed by an authorized representative of DecisionVault.

(g) The section titles in these Terms are for convenience only and have no legal or contractual effect.

(h) You acknowledge and agree that DecisionVault may, with or without notice, modify, delete, or amend the Service. Further, you acknowledge and agree that we may further modify, delete or amend the Terms from time to time. If you do not accept the modification, deletion or amendment, you must terminate your use of the Service at such time. Your continued use of the Site and/or Service following the posting of revised Terms shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) to the Service and/or these Terms.

(e) A party’s waiver or failure to enforce any violation or provision of this Agreement shall not constitute a waiver of its rights hereunder with respect to any other violation or provision of the Agreement, and shall be effective only in the specific instance and for the specific purpose given.

If you have any questions, or to report any violations of these Terms please contact us at support@decisionvault.com.