Version May 2022

These Terms of Use describe the terms and conditions that apply between the User and Virtual Vaults with regard to gaining access to and using the Service. By accepting these Terms of Use, either by clicking a box indicating your acceptance, submitting another document, or by using (or making any payment for) the Services, or by otherwise accepting these Terms of Use:

You agree to the provisions of these Terms of Use, and the terms and conditions declared applicable herein.

Account Information means the information provided by the User to Virtual Vaults in connection with creating, administering and/or maintaining an account. Account information includes, for example, names, usernames, passwords, telephone numbers, email addresses, invoice details and usage information linked to your account.

Authorisation/Authorised refers to the authorisations granted by or on behalf of the Customer to access and use the Service.

Content means all data stored by the User in the Service, with the exception of Account Information.

Confidential Information means information that, by its nature, is confidential or has been designated as such, including in any event personal data, trade secrets and know-how, source code, commercial plans, financial information, Content and customer and client data.

Customer means the contracting party that purchases one or more Services from Virtual Vaults.

Documentation means (user) documentation provided by Virtual Vaults relating to the Services (for example, user manuals) that can be found at support.virtualvaults.com and will be kept up to date.

Fair Use Policy refers to the policy to prevent excessive use of storage capacity or other misuses of a Service. Excessive use of storage capacity is storage utilisation that is substantially above the average.

Service means the online software-as-a-service platform (including all related APIs) provided by Virtual Vaults, and all related applications as applicable. ‘Service’ does not include Non-Virtual Vaults applications.

User means any individual who the Customer Authorises to obtain access to the Service. A User may have various roles that are specified in the Service or the applicable Documentation.

Virtual Vaults is Virtual Vaults Nederland B.V.

1. APPLICABILITY
1.1 These Terms of Use apply to the use of the Services and the Content by the User.

2. ACCEPTABLE USE
2.1 An account is personal and linked to a specific User and may not be shared in any form whatsoever. The User only has access to and may only use the Service if Authorised to do so, and only for the period for which they are Authorised to do so, and only as set out in these Terms of Use.

2.2 The User may only use the Service for the specific purpose for which access was granted. The User may only view, download or change the Content in accordance with these Terms of Use.

2.3 The User has access to and may use the Service for the period specified by the Customer or, in the absence of such specification, for the period for which the User has an account. Access to the Service may be revoked or suspended by Virtual Vaults at any time and without prior notice in the event of a breach or
impending breach of any provision of these Terms of Use, without being liable in any way, subject to the provisions of Article 9.

2.4 The User will observe due care at all times and will not act unlawfully towards third parties. This obligation entails, in particular, respecting the intellectual property rights of Virtual Vaults and any third parties, respecting the privacy of third parties, not distributing Content or other Confidential Information, or other data that are contrary to the applicable laws and regulations or the purpose of the Service, not providing unauthorised access to the Service, not spreading viruses or other malicious programs or data via the Service and refraining from any crime or breach of any other statutory or contractual obligation. The use of the Service must not contravene these Terms of Use or any applicable legislation.

2.5 In the event that the User has been authorised by or on behalf of the Customer to upload Content to the Service, the User will ensure that a backup of that Content is retained for the duration of the Service.

2.6 Virtual Vaults gives no guarantees and has no obligations towards the User. The Services are provided to the Customer.

3. CONTENT
3.1 Virtual Vaults is not responsible for the Content uploaded to the Service. The User bears responsibility for the use and/or interpretation of the Content in the Service.

3.2 Subject to Article 9, Virtual Vaults is not liable for any loss or destruction of, or damage to, Content, and is not responsible for the repair or restoration of damaged or lost Content.

3.3 Virtual Vaults bears no responsibility for incorrect and/or negligent use of the Service by the User or a third-party.

3.4 Virtual Vaults has the right to take measures at all times, including but not limited to removing Content to avoid or limit liability to third parties or for other reasons.

3.5 If a problem arises concerning the Content, the User must comply with any reasonable request from Virtual Vaults or the Customer to solve or reduce the problem.
3.6 The User must immediately report any problems regarding the Service or the Content to Virtual Vaults or the Customer. The initial notification of the problem may be made by telephone or in-person, but a written notification should immediately follow this.

3.7 The User will immediately inform Virtual Vaults or the Customer in writing of any problem regarding the use of the Content or if he receives a complaint or claim that may limit the use of the Content.

3.8 The storage capacity when using a Service is based on the Fair Use Policy. If Virtual Vaults suspects and/or identifies infringement of the Fair Use Policy, it will contact the Customer. The parties will consult with each other to see whether this assumption is correct and, if necessary, whether the situation can be rectified. If, in Virtual Vaults’ opinion, the situation cannot be brought in line with the Fair Use Policy, Virtual Vaults reserves the right to charge a surcharge or to deny access to one or more Services on a temporary or permanent basis.

4. SECURITY
4.1 The User must adequately secure his systems and infrastructure and have up-to-date antivirus software systems and infrastructure at all times. The User will take all necessary technical and organisational measures to protect the Content on the Service against loss or unlawful access and processing.

4.2 The User will not remove or bypass any technical measures designed to protect the Service, or have such technical measures removed or bypassed. Upon request, the User will immediately cooperate in any investigation by or on behalf of Virtual Vaults concerning the User’s compliance with these Terms of Use.

5. REGISTERING AND REPORTING

5.1 Any actions by the User and any use that the User makes of the Service are (automatically) captured and registered by Virtual Vaults. Virtual Vaults reports such information to the Customer as part of the Service. This information can, for example, be used to prove when certain information was viewed or downloaded by the User.

6. CONFIDENTIALITY
6.1 The User is required to keep all confidential information strictly confidential. However this confidentiality obligation does not apply to the extent that the User is obliged to disclose Confidential Information pursuant to a court order or statutory regulation and in so far as the User cannot claim a statutory professional duty of confidentiality.

6.2 The Customer, as the purchaser of the Service, is liable for all acts of its Users. Virtual Vaults shall, in accordance with Section 9.1, in no event be liable for any damages resulting from any violation by Users of these User Terms.

7. INTELLECTUAL PROPERTY RIGHTS
7.1 All intellectual property rights to the Service are vested exclusively in Virtual Vaults, its licensors or its suppliers.

7.2 All intellectual property rights to the Content made available to the User through the Service are held by the Customer, its licensors or third parties. In the absence of a Customer, these rights will be held by the User, its licensors or third parties.

7.3 The User is not permitted to remove or modify any designation concerning the confidential nature of, or concerning the copyright, brands, trademarks, trade names or any other intellectual property rights relating to the Service or the Content, or to have such designation removed or modified.

7.4 The User may not reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate or disrupt the features, functionality, integrity or performance of the Service (including any mechanism used to limit or control the functionality of the Service), or the use by third parties of the Service or any third-party data therein (unless the aforementioned restrictions are not permitted under applicable mandatory law).

7.5 If the User provides feedback, suggestions, tips, etc., to Virtual Vaults, Virtual Vaults is entitled to do anything it so desires with such feedback without owing any compensation.

8.DURATION AND TERMINATION
8.1 These Terms of Use enter into effect when the User’s account is created and will continue to apply for as long as the User has an account.

8.2 The account may be terminated by Virtual Vaults with due observance of a notice period of one (1) calendar month. The User may terminate his account at any time.

8.3 Without prejudice to the termination options provided in these Terms of Use, Virtual Vaults may immediatley terminate the account if the User does not comply with the Fair Use Policy or customary social norms, breaks the law or acts improperly in some other way.

9. LIABILITY
9.1 Any liability of Virtual Vaults to the User on any legal basis whatsoever, including under indemnity and in respect of non-performance of a warranty obligation, is excluded. The exclusions and limitations of Virtual Vaults’ liability referred to in these Terms of Use will be inapplicable if and to the extent that such exclusions and/or restrictions conflict with any applicable mandatory law.

9.2 To the extent that the exclusion of liability is contrary to any applicable mandatory law, but a limitation of liability is permitted under such law, Virtual Vaults’ liability to the User as a result of a breach of these Terms of Use or on any legal basis whatsoever, expressly including any non-performance of a warranty obligation, is limited to compensation of attributable damage and loss up to a maximum of €5,000 or up to the maximum amount to which liability may be limited without violating any applicable mandatory law.

10. PRIVACY & COOKIES
10.1 Virtual Vaults processes the User’s personal data when using a Service. This mainly concerns account information.

10.2 All information about privacy, what Virtual Vaults does with User’s personal data and what rights Users have can be found in the Privacy Statement.

10.3 In order to be able to use the Services properly, functional cookies may be placed by Virtual Vaults. All information about cookies and which functional cookies Virtual Vaults uses can be found in the Cookie Statement.

11. GOVERNING LAW AND DISPUTES
11.1 These Terms of Use are governed by Dutch law.

11.2 Any disputes arising under the Terms of Use will be settled by arbitration in accordance with the Arbitration Rules of the Foundation for the Resolution of ICT Disputes (SGOA), without prejudice to the right of each of the Parties to seek relief in (arbitral) preliminary relief proceedings and without prejudice to the right of each of the Parties to take prejudgment legal measures. The place of arbitration will be The Hague.

11.3 If a dispute arising under the Terms of Use falls within the jurisdiction of the subdistrict court, each of the Parties will be entitled, in derogation from the provisions of this article, to bring the case before the competent District Court as a subdistrict court case. The Parties will only have the aforementioned entitlement if no arbitration proceedings have yet been instituted in respect of the dispute in question in accordance with the provisions of this article. If, with due observance of the provisions of this article, the case is brought before the competent court by one or more of the Parties for examination and adjudication,
the subdistrict court of that District Court will be competent to hear and decide on the matter.

11.4 With regard to a dispute arising under the Terms of Use, either Party is entitled in all cases to initiate ICT Mediation proceedings in accordance with the SGOA’s ICT Mediation Regulations. The other Party is required to participate in ICT Mediation proceedings instituted actively. In any event, has the legally enforceable obligation to attend at least one joint meeting between the mediators and the parties in order to give this extrajudicial form of dispute settlement a chance. Either Party will be free to terminate the ICT Mediation proceedings at any time after the first joint meeting between the mediators and the Parties. The provisions of this paragraph do not prevent a Party from requesting relief in (arbitral) preliminary relief proceedings if it deems such necessary.