Last Updated: June, 2019
1.1 The Guest user/User only has access to and may only use the Service if and for the duration for which the Guest user/User is authorised to do so by the Authorising Party and only as set out in these terms of use.
1.2 The Guest user/User may only use the Platform for the specific purpose for which it was granted access. The User may only view, print, download or change Content in accordance with the Authorisation received from the Authorising Party.
1.3 The User only has access to and may only use the Platform for the length of time indicated by the Authorising Party or, in the absence of such indication, for the duration of the project for which the Service is set up and the Guest user/User is Authorised. Access to the Platform (including a Vault) may at any time and without prior notice be withdrawn or suspended by Virtual Vaults in the event of an infringement or impending infringement of any provision of these terms of use, without being liable in any way without prejudice to article 7.
1.4 The Guest user/User will at all times exercise the necessary care and will not act unlawfully toward third parties, in particular by respecting the intellectual property rights of Virtual Vaults and of any third parties, by respecting the privacy of third parties, by not distributing any Content or other Confidential Information or any other information that may be in violation of the applicable laws and regulations or the purpose of the project, by not offering unauthorised access to the Platform, by not spreading any virus or other malicious programs or data on the Platform and by refraining from crimes and violation of any other legal or contractual obligation. The use of the Platform may not conflict with these terms of use or any applicable law.
1.5 In the event that the Guest user/User was given permission by the Authorising Party to upload Content to the Platform, the Guest user/User makes sure that a backup of said Content will be stored for the duration as indicated by the Authorising party or, in the absence of such indication, for the duration of the project for which the Guest user/User was given permission.
1.6 Virtual Vaults makes no guarantees and has no obligations towards the Guest user/User. The Services are provided to the Customer.
2.1 Virtual Vaults is not responsible for any Content that is uploaded to the Platform. The Authorising Party will be responsible for the use or the interpretation of the Content on the Platform.
2.2 Subject to article 7, Virtual Vaults is not liable for any loss, destruction of, or damage to Content and is not responsible for the repair of damaged or lost Content.
2.3 Virtual Vaults is not responsible for improper and/or negligent use of the Platform by the Guest user/User or any third party.
2.4 Virtual Vaults will at all times have the right to take measures, including but not limited to the removal of Content in order to prevent or limit liability towards third parties or otherwise.
2.5 If a problem occurs with regard to the Content, the Guest user/User must comply with any reasonable request of Virtual Vaults or the Authorising Party to resolve or reduce the problem.
2.6 The Guest user/User must immediately report any problems regarding the Platform or the Content to Virtual Vaults or the Authorising party. The first notification may be provided by telephone or in person, immediately followed by a written report of the problem.
2.7 The Guest user/User will immediately inform Virtual Vaults or the Authorising party in writing of any issue relating to the use of the Content or if it receives a complaint or claim which may limit the use of the Content.
3.1 The Guest user/User must adequately secure their systems and infrastructure and will at all times have up-to-date anti-virus software, systems and infrastructure. The Guest user/User will have all the necessary technical and organisational measures to the Content on the Platform to protect against the loss or unauthorised access and processing.
3.2 The Guest user/User will not remove or bypass technical measures that are designed to protect the Platform, or have these technical measures removed or bypassed. Upon request, the Guest user/User will immediately cooperate with any investigation by or on behalf of Virtual Vaults regarding the compliance by the Guest user/User with these terms of use.
4.1 Any actions of a Guest user/User and all use a Guest user/User makes of the Platform and within a Vault will be (automatically) captured and registered by Virtual Vaults. Virtual Vaults reports such information to the Authorising Party as part of the Services. This information may be used to prove why certain information was viewed, saved or printed by a Guest user/User.
5.1 The Guest user/User is required to keep all Confidential Information strictly confidential. This obligation of confidentiality will not apply to the extent that the Guest user/User is required to disclose Confidential Information on the basis of a court order or a legal regulation and to the extent that the Guest user/User cannot invoke any legal professional secrecy.
5.2 The Authorising Party will be liable for any damages arising from a breach of this obligation, and any other breach by its Guest users/Users of the security and confidentiality obligations of this Agreement.
6.1 Any and all intellectual property rights on the Platform are held exclusively by Virtual Vaults, its licensors or its suppliers.
6.2 Any and all intellectual property rights on the Content that is made available to the Guest user/User through the Platform are held by the Authorising party, its licensors or third parties.
6.3 The Guest user/User is not allowed to remove or change any designation concerning the confidentiality of, or concerning the copyright, brands, trademarks, trade names,or any other intellectual property rights with respect to the Platform or the Content, or to have such designations removed or modified.
6.4 The Guest user/User may not reverse engineer, decompile, hacking, disable, interfere with, disassemble, change, copy, translate or interfere with any functions, functionality, integrity or performance of the Service (inclusive of any mechanism used to limit or control the functionality of the Service) or the use by third parties of the Service or any data of third parties therein (unless the foregoing restrictions by applicable mandatory law are not allowed).
7.1 Any liability of Virtual Vaults in respect of the Authorising Party for any reason whatsoever and regardless of the legal basis, including any indemnities and breach of warranty, is subject to the limitation of liability as agreed between Virtual Vaults and the Authorising Party under the Agreement.
7.2 Any liability of Virtual Vaults towards Guest users/Users for any reason whatsoever and regardless of the legal basis, including any indemnities and breach of warranty, is excluded. The exclusions and limitations of liability of Virtual Vaults referred to in these terms of use are no longer applicable if and to the extent that such exclusions and/or limitations are in conflict with any applicable mandatory law. To the extent the exclusion of liability conflicts with any applicable mandatory law, but limitation of liability is permitted under such laws, the liability of Virtual Vaults towards Guest user/User as a result of a failure in the implementation of these terms of use or on any legal basis, expressly including any breach of warranty, will be limited to a compensation of material damages and losses up to a maximum of €5,000 or up to the maximum amount the liability can limited to in order to not be in violation of any applicable mandatory law.
8.1 These terms of use are governed by Dutch law.
8.2 Any disputes relating to these terms of use will be submitted to the competent court as agreed in the Agreement, in the absence of which to the competent court in Rotterdam.