MOBILE APPLICATION END USER LICENSE AGREEMENT

Vaultd

This Mobile Application End User License Agreement (this “Agreement” or “EULA”) is a binding agreement between you (the “User” or “you”) and Vaultd Inc. (the “Company,” “Vaultd,” “we,” “us,” or “our”). This Agreement, as well as our Terms of Use and Privacy Policy (collectively, our “Legal Terms”), governs your use of the Vaultd mobile application on your mobile device, (the “Application”). The Application is licensed, not sold, to you.

This End User License Agreement (EULA) is presented for review to Users at the time the Application is installed (downloaded) and first accessed during the Account registration process. By  installing and using the Application, you (a) acknowledge that you have read and understand this Agreement and your rights and obligations hereunder; (b) represent that you are 18 years of age or older and legally capable of entering into this Agreement and installing, using and accessing the Application; and (c) accept this Agreement and agree that you are legally bound by its terms, which you acknowledge and agree are subject to change from time to time in Vaultd’s sole discretion. If you do not agree to these terms, you may not install or use the Application and must immediately delete it from your mobile device(s).

1. License Grant. Subject to the terms of this Agreement, Vaultd grants you a limited, revocable, non-exclusive, and nontransferable license to:

   1.  download, install, and use the Application for your personal, non-commercial use on a mobile device owned or otherwise controlled by you
      (a “Mobile Device”) strictly in accordance with our Legal Terms; and 

   2. access and use on such Mobile Device the Content and Services (as defined below) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement, our Terms of Use and the terms applicable to such Content and Services as set forth in 5 below.

2. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Application or our Legal Terms, you shall not: 

   1. copy or download the Application or its Content and Services, except as expressly permitted by this license;

   2. reproduce, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or subject to copyright protection, of the Application or its Content and Services;

   3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof, including through any automated means or with the use of artificial intelligence (AI);

   4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

   5. transfer, distribute, sell, rent, lease, lend, sublicense, assign, publish, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;

   6. use any robot, spider, artificial intelligence (AI) program, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;

   7. use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Vaultd’s prior written consent;

   8. frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, platform, or service;

   9. use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with any other party’s use of the Application; or

   10. remove, disable, circumvent, or otherwise create or implement any workaround to any security features, copy protection, or rights management in or protecting the Application. 

   11. modify, copy, translate, replicate or otherwise reproduce any verbiage or content contained anywhere in the Application, including any verbiage or content originated by Vaultd or shared by Users of the Application. 

Please be advised that upon any violation of this Section 2, including any unauthorized use of the Application, Vaultd may, in its sole discretion, immediately and without explanation, terminate this Agreement and your access to the Application, your license to the Application, and your account (“Account”) and/or your subscription (“Subscription”) with Vaultd. Vaultd may, but is under no obligation to, follow up with you regarding a violation or suspected violation of this Section 2 and the cancellation of your license to the Application and/or your Account and/or your Subscription with Vaultd. 

3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you, the User. You acknowledge that you do not acquire any ownership interest in the Application under this Agreement, or any other rights in or to the Application other than to use the Application in accordance with the license granted hereunder and subject to all terms, conditions, and restrictions under this Agreement. Vaultd and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. The time stamp and downloads of the Application with User data and information may be saved for precaution to ensure there is no copying, reproduction or other form of infringement of Vaultd’s intellectual property. 

4. Collection and Use of Your Information. You acknowledge that when you download, install, use or access the Application, Vaultd may use automatic means to collect information about your Mobile Device and about your use of and interactions with the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality (including to create an Account or enroll in a Subscription with Vaultd), and the Application may provide you with opportunities to share information about yourself with other Users. All information we collect through or in connection with the Application is subject to our Privacy Policy. By downloading, installing, using, accessing, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in accordance with our Privacy Policy.

5. Content and Services. The Application may provide you with access to certain content, features, functionality, products and services (collectively, the “Content and Services”). Your access to and use of such Content and Services are governed by our Terms of Use and Privacy Policy located on the Application, which are incorporated herein by this reference. Your access to and use of such Content and Services will require you to (i) acknowledge your acceptance of the Terms of Use and Privacy Policy and (ii) register for an Account with Vaultd, and your failure to do so may restrict you from accessing and/or using some or all of the Application’s features and functionality. Any violation of the Terms of Use will also be deemed a violation of this Agreement and may result in the termination of your Account and/or Subscription and subsequent prohibition from the Application, with further follow-up from Vaultd for non-compliance depending on the details of the relevant conduct and in Vaultd’s sole discretion.

6. Geographic Restrictions. The Content and Services are based in the state of New York in the United States. While the Application is suitable for use globally, the Application is provided in accordance with applicable United States laws and regulations for persons located in the United States. Therefore, you acknowledge and agree that you may not be able to access the Application and some or all of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Application and its Content and Services from outside the United States, you are responsible for ensuring compliance with local laws and regulations. 

7. Updates. Vaultd may from time to time and in its sole discretion develop and provide updates or modifications to the Application, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify and/or delete in their entirety certain features and functionality. You acknowledge and agree that Vaultd has no obligation to provide any Updates or to continue to provide or enable any particular feature or functionality, including any or all of the Content and Services. Based on your Mobile Device settings, when your Mobile Device is connected to the internet, either: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to this Agreement.

8. User Contributions.  The Application may display, include, or make available content that has been posted, submitted, published, displayed, or transmitted by the Application’s Users (“User Contributions”). You acknowledge and agree that except as otherwise provided in our Legal Terms, Vaultd is not responsible for any User Contributions on the Application, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Except as otherwise provided in our Legal Terms and to the extent permitted by applicable law, Vaultd does not assume and will not have any liability or responsibility to you or any other person or entity for any User Contributions. You acknowledge and agree that your access to and use of any User Contributions are entirely at your own risk. 

9. Term and Termination.

   1. The term of this Agreement commences when you install (download) the Application and acknowledge your acceptance by accessing the Application and creating your Account and will continue in effect until terminated by you or Vaultd in accordance with this 9.

   2. You may terminate this Agreement by permanently deleting your Account and Subscription with Vaultd and subsequently deleting the Application and all copies thereof from your Mobile Device(s).

   3. Vaultd may terminate this Agreement, your Account, your Subscription with Vaultd and/or your rights to use and access the Application hereunder at any time without notice in its sole discretion. In addition, Vaultd may, in its sole discretion, terminate this Agreement immediately without any notice if you violate any of the terms or conditions of our Legal Terms.

   4. Upon termination:

      1. all rights granted to you under this Agreement, including the license to the Application and your permission to use the Content and Services, will terminate; 

      2. your Account and/or Subscription with Vaultd shall terminate; and

      3. you must immediately cease all use of the Application and delete your Account and all copies of the Application from your Mobile Device(s).

   5. Termination of this Agreement or your Account and/or Subscription with Vaultd for any violation of our Legal Terms may result in further action by Vaultd, which may include, without limitation, correspondence with local authorities or legal action taken against you.

   6. Termination of this Agreement and the rights granted to you hereunder will not limit any of Vaultd’s rights or remedies at law or in equity.

10. Disclaimer of Warranties. The Application and the Content and Services are provided to Users “as is,” without warranty of any kind and with all faults and defects. To the maximum extent permitted under applicable law, Vaultd, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Application and the Content and Services, including all warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limiting the foregoing, Vaultd provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that any errors or defects can or will be corrected. 

Certain jurisdictions may prohibit the exclusion of or limitation on implied warranties and/or limitations on the applicable statutory rights of a consumer. As a result, some or all of the foregoing exclusions and limitations may not apply to you. 

11. Limitation of Liability. To the fullest extent permitted by applicable law, in no event will Vaultd or its affiliates, or any of its or their respective licensors or service providers, have any liability from or related to your use of or inability to use the Application or the Content and Services for:

    1. Personal injury, pain and suffering, emotional distress, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption or anticipated savings, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages.

    2. Direct damages in amounts that in the aggregate exceed the amount actually paid by you for your membership with Vaultd. 

The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable or Vaultd was advised of the possibility of such damages. As some jurisdictions prohibit certain limitations of liability, some or all of the above limitations of liability may not apply to you. 

12. Indemnification. You agree to indemnify, defend, and hold harmless Vaultd and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, directors, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to (i) violation of any of our Legal Terms; (ii) your use (or misuse) of the Application and/or its Content and Services (and/or you providing others with access to your Account); (iii) any User Contributions on the Application; (iv) your use of the Application’s Interactive Features (as defined in the Terms of Use); or (v) your use (or misuse) of any information obtained from the Application;, or (v) your breach of this Agreement or our Legal Terms.

13. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original, illegal and/or unenforceable term and all other provisions of this Agreement will continue in full force and effect.

14. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York County and the City of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

15. Entire Agreement. This Agreement, our Terms of Use and our Privacy Policy constitute the entire agreement between you and Vaultd with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. 

16. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. 

17. Contacting Us.  If you have any questions about this Agreement, you can contact us by sending us an email to support@myvaultd.app or by visiting the FAQs page on our website at www.myvaultd.app.