Last Updated: August 2nd, 2022

VESvault Corp (“VESvault” or “we” or “us” or “our”) makes available to user’s certain software services accessible via a web and mobile applications, including VESmail, the VESmail app, VES APIs, VESauth, VESlocker, VESencrypt, VES (Viral Encrypted Security), SNIF (Server Name Identification Forwarding), Security Time Delay and VESrecovery. The VESvault suite of products and services enables users to (i) apply in some form the public encryption key management capabilities to use encryption for data-at-rest; (ii) use the services for user authentication and authorization; and (iii) additional functionality as VESvault may add from time to time (collectively the “Services”). VESvault developed these Terms of Service (these “Terms”) to describe the terms that govern your use of all versions of the VESvault’s services. These terms and additional information can be found on the VESvault website located at https://vesvault.com (the “Site”).

By clicking “I Agree” or by accessing the VESmail app or using any or all of the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not access or use the Services.

Please refer to our VESvault Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to, and that we can collect, use and/or disclose your information (including any personal data you provide to us) in accordance with, our Privacy Policy.

We may modify the Terms at any time at our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. The modified Terms will be effective at the time they are posted on the Site. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have modified the Terms, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

ARBITRATION NOTICE : THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN CERTAIN JURISDICTIONS. IF YOU ARE A USER LOCATED IN THE UNITED STATES OR CANADA YOU AGREE THAT DISPUTES BETWEEN YOU AND VESvault WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN THE UNITED STATES OR CANADA AS APPLICABLE, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

You may use the Services if you are 18 years or older and are not barred from using the Services under applicable law.

If you want to use the Services you’ll have to create an account (“Account”) either directly through any of the VESvault websites, or in conjunction with creating an account through the VESmail app or other third party. You agree that you won’t disclose your Account credentials to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these terms.

YOU ARE SOLELY RESPONSIBLE OF THE RETENTION, SAFE KEEPING AND SECURITY OF YOUR LOGIN ID, PIN AND VESkey (MASTER ENCRYPTION KEY), WHICH IS STORED LOCALLY ON THE DEVICE BEING USED BY YOU TO ACCESS YOUR ACCOUNT, OR TO ACCESS YOUR ACCOUNT WITH A THIRD-PARTY PROVIDER IN CONJUNCTION WITH YOUR VESvault ACCOUNT. YOUR VESkey IS STORED ON YOUR DEVICE IN AN ECNRYPTED STATE AND IS INACCESSIBLE WITHOUT YOUR PIN AND ANOTHER COMPONENT STORED WITHIN VESlocker TO DECRYPT YOUR VESkey AND MAKE IT USABLE. ANYONE THAT HAS ACCESS TO YORU PIN AND ENCRYPTED VESkey CAN GAIN ACCESS TO YOUR ENCRYPTED CONTENT ENCRYPTED BY YOUR VESkey.

YOU ACKNOWLEDGE THAT IF YOU LOSE ALL LOCAL COPIES OF YOUR VESkey, AND DO NOT HAVE ANY OF THE KEY REDUNDANCIES IN PLACE PRIOR TO LOSING SUCH VESkey COPIES, YOU WILL PERMANENTLY LOSE ACCESS TO YOUR ENCRYPTED CONTENT AND THAT NO ONE, INCLUDING VESvault OR ANY THIRD-PARTIES THAT USE VESvault IN CONJUNCTION WITH THEIR SERVICES, CAN ASSIST YOU IN RECOVERING YOUR ENCRYPTED CONTENT.

YOU ACKNOWLEDGE THAT IF YOU LOSE ALL LCOAL COPIES OF YOUR VESkey, YOU WILL NOT BE ABLE TO ACCESS YOUR ENCRYPTED CONTENT UNLESS, PRIOR TO LOSING YOUR KEYS, YOU HAVE SET UP THE AVAILABLE KEY REDUNDANCIES WHICH CAN BE USED TO RECOVER YOUR ENCRYPTED CONTENT. YOU ACKNOWLEDGE THAT VESvault DEOS NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR VESkey OR ENCRYPTED CONTENT AND YOU AGREE TO HOLD VESvault HARMLESS AND THAT VESvault SHALL NOT BE LIABLE IN ANY WAY IN THE EVENT YOU LOSE ALL COPIES OF YOUR VESkey AND YOU CANNOT ACCESS YOUR ENCRYPTED CONTENT.

YOU ACKNOWLEDGE THAT YOUR VESkey IS STORED LOCALLY IN EITHER THE LOCAL STORAGE OF THE BROWSER THROUGH WHICH YOU USE YOUR VES ACCOUNT OR THE THIRD-PARTY APP USED IN CONJUNCTION WITH YOUR VES ACCOUNT. IT IS POSSIBLE THAT THE MEMORY OF SUCH BROWSERS AND THIRD-PARTY APPS CAN BE INADVERTENTLY ERASED BY YOU AND THAT MOST BROWSERS PROVIDE OPTIONS TO DO THIS. IF YOU USE THESE OPTIONS, YOU MAY DELETE YOUR VESkey AND PERMANENTLY LOSE ACCESS TO YOUR ENCRYPTED CONTENT. USING KEY REDUNDANCY OPTIONS PROVIDED TO YOUR THROUGH THE SITE IS THE ONLY MEANS AVAILABLE OF RECOVERING YOUR ENCRYPTED CONTENT IN THE EVENT THAT YOUR VESkey IS ERASED, DELETED OR OTHERWISE BECOMES INACCESSIBLE FROM THE BROWSER STORAGE OR THRID-PARTY APP STORAGE.

You acknowledge that while VESrecovery can provide a means of recovering your encrypted content in the event of losing your VESkey that can appear to approach 100% reliability, it never actually gets to 100% reliability even in its best state and can also be close to 0% reliable or anywhere in between 0% and 100%. VESvault has absolutely no control over the reliability of your particular VESrecovery state and that is entirely dictated by the quality of the network that you create.

We welcome feedback, comments, ideas, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by contacting us at https://www.vesvault.com/support. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) make available through the Services. Content includes without limitation User Content.

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

Subject to the foregoing, VESvault and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.

The App, Site and Services are proprietary to VESvault and its licensors and must not be used other than strictly in accordance with these Terms. VESvault grants to you a limited, non-exclusive, non- transferable, non-sublicensable right to use the App and Site for the purposes of accessing and using the Services in accordance with these Terms.

We may charge fees for some or part of the Services we make available to you. We reserve the right to change those fees at our discretion with notice. We will disclose the amount of fees we will charge you for the applicable Service at the time that you access the Service.

You may incur charges from third parties for use of linked services. The arrangement of such fees would be made between you and the provider of the third-party service without any involvement of VESvault.

Violate, misappropriate, or infringe the rights of VESvault, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;

Are illegal, defamatory, threatening, intimidating, or harassing; Involve impersonating someone; Breach any duty toward or rights of any person or entity, including rights of publicity, privacy, or trademark; Involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto- dialing, and the like; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party (including another user) to protect the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing.

Each party will comply with all laws and regulations applicable to it, including U.S. export control laws. Neither party will have any liability to the other for any non-performance of their obligations under the Agreement to the extent that the non-performance is mandated by applicable law. Each party represents and warrants to the other that neither it nor its Affiliates, nor any of its or their users, officers or directors, are persons, entities or organizations with whom the other party is prohibited from dealing (including provision of software, products or services) by virtue of any applicable law, regulation, or executive order, including US export control laws, and names appearing on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated National’s and Blocked Persons List. VESvault may access, modify and disclose Customer Data as and when required by applicable law; VESvault will provide notice to Customer of modification or disclosure of Customer Data as soon as reasonably practicable in the circumstances, unless prohibited by applicable law.

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may abandon your VES account at any time by removing your VESrecovery friends and deleting all copies of your VESkey stored on your devices, and thus rendering any encrypted content in VES repository permanently unrecoverable. Upon any termination, discontinuation or cancellation of Services or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the App, Site, Services and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Feedback, Content and Content Rights, Content Ownership, Responsibility and Removal (save for the subsection “Rights in Content Granted by VESvault”), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES (INCLUDING ANY PRIVATE KEY OR VESkey STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VESVAULT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. VESVAULT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

USE OF ANY LOGINS, PINS OR PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACKUP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS.

You will indemnify and hold harmless VESvault and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, (iii) Third Party Materials, or (iv) your violation of these Terms.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, VESVAULT CORP., OR ANY COMPANIES ASSOCIATED WITH THE DEVELOPMENT, MARKETING, OR CONSULTING FOR VESVAULT AND VESMAIL APP, SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN OR ACCESS CREDENTIALS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM PIN, VESKEY, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS IN USING THE SERVICES EITHER BY THEMSELVES OR IN CONJUNCTION WITH A THIRD-PARTY SERVICE, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM. VESVAULT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF VESMAIL APP HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. VESVAULT CORP., OR ANY COMPANIES ASSOCIATED WITH THE DEVELOPMENT, MARKETING, OR CONSULTING FOR VESVAULT AND VESMAIL APP, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL VESVAULT’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

These Terms and any action related thereto will be governed by the laws of the state of Delaware in the United States, without regard to its conflict of laws provisions, If you are a user located in the United States or Canada, the terms in the “Special Arbitration Provision for United States or Canada Users” section below apply to you.

If you are not located in the United States or Canada, you agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with our Terms, us, or our Services (each, a “Dispute,” and together, “Disputes”) exclusively in the state courts located Delaware, or federal court for the Northern District of Delaware and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such Disputes.

If you are a user located in the United States or Canada, you and VESvault agree that any Dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/Rules) and you and VESvault hereby expressly waive trial by jury and right to participate in a class action lawsuit, private attorney general actions, or class-wide arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction of an IP Protection Action shall be the courts of Dover, Delaware and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating IP Protection Actions.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies to the arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be entered as a judgement and enforced in any court of law. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees. Each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this Special Arbitration Provision is invalid or unenforceable, that provision shall be severed, and the other parts of this Special Arbitration Provision shall still apply. In any case, the remainder of this User Agreement, will continue to apply.

These Terms constitute the entire and exclusive understanding and agreement between VESvault and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between VESvault and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Special Arbitration Provision” section above or by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Services and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Account and your use of the Services.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of VESvault. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

If you have any questions about these Terms or the Services, please contact us at https://vesvault.com/vv/support.