Terms of Service

Terms of Service

Welcome to Tandem Vault!

Effective 05/17/2021

Introduction.

By accessing, registering for or otherwise using TandemVault.com, any sub-domains and any other related sites (“Sites”) and services (collectively, the “Services”) offered by Tandem Vault, LLC (together with its subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “Vault,” “we,” “us,” or “our” ), you agree to be bound by these terms and conditions (the “Terms”), even if you are using our Services on behalf of a company or organization. Your use of our Services is also subject to our Privacy Policy, which describes how we collect, use, share, and store your personal information. If you do not agree to these Terms, do not register for, access or otherwise use any of our Services.

We may change our Terms or our Privacy Policy from time to time. We’ll let you know about any material changes, either by notifying you on the Site or by sending you an email to give you the opportunity to review the changes before they become effective. We agree that changes will never apply retroactively — we’ll tell you the exact date they go into effect. If you object to any changes, you may close your account. If you keep using Vault after we publish or send a notice about our changes to these Terms, that means you accept the new Terms.

1. Account Creation and Obligations.

These Terms apply to Visitors, Members, Customers and Account Owners (collectively, “User” or “Users”). There are four ways you may access our Services:

  • Visitor – an unregistered user.
  • Member – a user who has registered for an account on the Site.
  • Customer – a Member who has additional capabilities to purchase licenses to assets or other material displayed on the Site as available for licensing (“Offered Content”).
  • Owner – the Member who has created the Subdomain.

Visitors are unregistered users. To use our Services as a Visitor, you agree that:

  • You are at least 18 years old;
  • You agree to our Privacy Policy;
  • You will comply with all applicable laws, including, without limitation, privacy and data protection laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  • You will use the Services only for the purposes for which they are made available to you by Vault or the organization on whose behalf you are accessing the Services; and
  • If you do not agree with the Terms or the Privacy Policy, you will not use the Services.

To use our Services as a Member, Customer, or Owner, you agree that:

  • You are at least 18 years old;
  • You agree to our Privacy Policy;
  • You are providing certain valid and accurate contact and personal information and will keep it updated.
  • You will keep your password secure and confidential and will not permit any third party to use your credentials to access the Services;
  • You will comply with all applicable laws, including, without limitation, privacy and data protection laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  • You accept full responsibility for all transactions and other activity placed or conducted through your account and agree to and hereby release Vault from any and all liability concerning such transactions or activity;
  • The Services should not be used as your sole content repository; Vault disclaims any liability for the loss or corruption of content that you deliver to Vault; you will retain copies of all content that you make available to Vault;
  • You will notify Vault immediately of any actual or suspected loss, theft or unauthorized use of your account or password. You should report it to support@tandemvault.com;
  • You acknowledge that your account belongs to the party paying for the Services. This party has the right to control access to and get reports on your use of our Services; and
  •  You will use the Services only for the purposes for which they are made available to you by Vault or the organization on whose behalf you are accessing the Services.

To use our Services as a Customer, in addition to the terms above that apply to Members, you further agree that:

  • You will not obtain Member contact information from the Site to complete transactions outside of the Site;
  • If you license rights to any Offered Content from the Site, you hereby authorize Vault to share with a Billing Service (such as a credit card processor, which may include companies such as PayPal, Stripe or Square) such portion of your registration information (including your credit card information) as is necessary or desirable to consummate such transaction;
  • In the event that you participate in any transaction involving any Offered Content, such transaction will be subject to the terms and conditions contained in the applicable License Right Agreement for the category of rights licensed thereby, as posted on the Site at the time of such transaction;

To use our Services as an Owner, in addition to the terms above that apply to Members and Customers, you further agree that:

  • You agree to pay us the applicable fees and taxes specific to the paid Services you selected upon creation of your Subdomain or, for customers who have executed a Master Services Agreement (“MSA”), the fees described in the MSA. Failure to pay these fees will result in the termination of Services. You also agree, that:
    • Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
    • We may store and continue billing your payment method (e.g., credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
    • If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. You may contact us at billing@tandemvault.com to cancel or suspend your Services.
    • All of your purchases of Services are final, and no refunds will be offered if Services have been rendered without interruption.
    • We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

If you are a Member, Customer or Owner, you further agree that:

  • Notices + Messages. We will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. If you would like to opt-out of marketing communications, you can email support@tandemvault.com or click “unsubscribe” on any of our marketing emails. If you opt out of marketing services, you may still receive emails related to your account, such as billing information or other information important to protecting your account.
  • Sharing. Our Services allow you to share content in the Site with non-members. It is your responsibility to share wisely. If, when using our content sharing services, you violate any of our Terms of Service or in any way infringe on another parties’ lawful rights, Vault reserves the right to suspend or terminate your Services.
  • You will ensure that any Users you allow to use the Services comply with these Terms and you accept responsibility for their activity as if it were your own.
  • If you do not agree with the Terms or the Privacy Policy, you will not use the Services.

Vault reserves the right to decline an Account registration for any lawful reason or business considerations.

2. Prohibited Actions.

You represent, warrant and agree that you will not use the Services to do any of the following:

  • Infringe or violate Vault’s or other parties’ rights (including intellectual property rights), violate any federal, state, local or international law or otherwise engage in any unlawful, deceptive or fraudulent activity;
  • Upload content or provide information you know is false, misleading, inaccurate or that you do not have the right to upload;
  • Upload any content or do anything that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, abusive, harmful, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
  • Upload, post or otherwise transmit any content which is likely to cause harm to the Services or anyone else’s computer systems, including but not limited to introduction of software viruses or other computer code, files or programs designed to interrupt, limit or destroy the functionality of the Services;
  • Do anything that harms minors in any way, including, but not limited to, uploading content that violates the Children’s Online Privacy Protection Act (COPPA), child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
  • Use personal information about other User for any reason other than that for which it is provided through the Services;
  • Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties unless explicitly authorized by the Services or with Vault’s written consent;
  • Disclose information that you are not authorized to disclose;
  • Monetize in any way the Services other than as explicitly authorized by Vault or with Vault’s written consent;
  • Monitor the Service’s availability, performance or functionality for any competitive purpose;
  • Override, modify or bypass any features or controls that secure the Services;
  • Attempt to damage or obtain unauthorized access to the Services or other information, whether the information belongs to Vault or another party;
  • Take any action that interferes with the operation of, or imposes an unreasonable load on, our infrastructure, or on our third-party providers;
  • Decompile, disassemble, reproduce or reverse engineer any element of the Services or create derivative works based on the Services;
  • Sell, resell, license, sublicense or frame the Services for use by others;
  • Access or scrape the Services by any automated means;
  • Modify the Services or their appearance or simulate the appearance or function of the Services; and/or
  • Violate any additional terms that are provided when you sign up for or start using any of our Services.

3. Rights & Limits.

3.1. Intellectual Property Rights.

  • Members and Owners. As between you and Vault, you own the content and information that you upload to and store on the Site (“Posted Content”.) 
  • All material and content contained on the Site (other than Posted Content) and including, but not limited to graphics, images, logos, articles, videos, animations, audio and digital clips, photographs, illustrations, icons, the compilation of all content on the Site, are the property of Vault and/or third parties and is protected by United States and international laws. All trademarks, service marks, and trade names are proprietary to Vault and/or third parties. No material from the Site other than your Posted Content or Posted Content licensed by you through the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you by Vault or third party licensors for your personal, noncommercial use only. In no event shall title of the Software be transferred to you. We (or third party licensors) retain full and complete title to the Software and all intellectual property rights therein. You may not reproduce, display, perform, modify, redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

3.2. Posted Content & Vault Remedies.

You may choose to upload content to the Services (“Posted Content”). You are solely responsible for the content you upload whether publicly posted or privately transmitted.

  • We are not responsible for mistakes in your Posted Content.
  • You are responsible for keeping a local backup copy of all Posted Content you submit to Vault.

You and Vault agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of the Privacy Policy.

The Services provide a means for the archiving, display and sale of digital assets, information and other data. Vault has no obligation to screen or monitor such assets, information or data for any purpose. However, if Vault has reason to believe that you are violating the Terms, Vault may take any one or more of the following actions at its sole discretion:

  • Remove and/or delete any Posted Content that Vault believes is in violation or non-conformity with the Terms or applicable law;
  • Suspend and/or terminate your status as a Member, Customer, Owner and/or Third Party Service Provider with the Services; and/or
  • Pursue any other remedy or relief available to Vault under equity or law.

In the event that Vault elects to take any of the actions set forth above, you will have no right to receive any refund of fees or payments and Vault will have no obligation to return such asset(s) or provide you with a copy of your Posted Content. You consent to such removal and/or deletion and waive any claims you may have against Vault for such removal and/or deletion.

If you believe that content residing on the Site infringes a copyright, please see our Copyright Policy below. You may also contact us via email at legal@tandemvault.com.

3.3. Third-Party Services.

Vault may allow certain third parties (“Third Party Service Providers”) to provide services (“Third Party Services”) to you through the Services. By using the Services, you acknowledge and agree that:

  • Some services are provided by a Third Party Service Provider and we make no representations or warranties regarding the performance, security or privacy of such Third Party Services or their compliance with applicable laws and regulations;
  • We disclaim any responsibility and liability for your interactions with Third Party Service Providers

3.4. Idea Submissions.

We do not want to receive any information that is confidential or proprietary. If you send us ideas, suggestions or content of any kind, we may use those ideas, suggestions or content for any purpose without compensation or attribution to you.

4. Disclaimer & Limit of Liability.

4.1. No Warranty.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, VAULT HEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SERVICES (INCLUDING ALL CONTENT THERON) AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING VAULT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, BE FREE OF MALWARE, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS CAN OR WILL BE FIXED; AND VAULT IS NOT RESPONSIBLE FOR, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD PARTY CONTENT OR SERVICES. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the aforementioned disclaimers related to implied warranties may not apply to you.

4.2. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER VAULT NOR ANY OF ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR MEMBERS BE LIABLE FOR ANY CLAIMS, LOSSES OR DAMAGES WHATSOEVER THAT RESULT FROM USE OF (OR INABILITY TO USE) THE SITE OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE; DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, POSTED CONTENT OR OTHER INTANGIBLES; DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SERVICES, ERRORS OR OMISSIONS; DAMAGES RELATED TO DOWNLOADING INFORMATION, POSTING INFORMATION OR DAMAGES RESULTING FROM MALWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, VAULT’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF 10% OF THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE PREVIOUS 12 MONTH PERIOD OR $100.00. Some jurisdictions do not allow the foregoing limitations of liability, so the foregoing may not apply to you.

5. Indemnity.

You agree to indemnify and hold harmless Vault from and against any and all claims and losses arising from or relating to:

  • Your use of the Services and/or any material or content you submit, download, post or transmit through the Services;
  • Your breach of these Terms or any representation, warranty or covenant made by you herein or in any agreement with Vault related to the Services;
  • Any transaction you participate in relating to any Posted Content;
  • Your violation of any applicable law, statute, ordinance, regulation or any third party rights; or
  • Any claim of defamation, libel or slander relating to your Posted Content.

This obligation survives indefinitely the termination and/or expiration of these Terms and/or your status as a Member, Owner or Customer.

6. Termination.

Vault reserves the right to reject, suspend, terminate or prohibit your access to and use of all or any portion of the Services at any time and for any reason, in its sole discretion. In the event of such termination, Vault’s sole obligation to you will be to refund the pro rata unused portion of your subscription fee, if any, and if applicable, less any accrued and unpaid fees incurred on your account. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to Vault, including without limitation all indemnification obligations contained herein. Sections 3, 4, 5, 7, 8 and 10 of these Terms shall survive termination.

If you wish to terminate your account with us, please refer to the applicable instructions:

  • Member: Send written notice to support@tandemvault.com and the account owner of your wish to have your member account terminated. Your request will be processed within 30 days of receipt acknowledgement. Your data cannot be retrieved after it has been removed from our Site.
  • Customer: Send written notice to support@tandemvault.com. Your request will be processed within 30 days of receipt acknowledgement. Your data cannot be retrieved after it has been removed from our Site.
  • Owner: Send written notice to support@tandemvault.com or go to your account settings and select “Cancel account” from the menu. A member of our staff will be in touch if there are any questions.

7. Governing Law & Dispute Resolution.

Any disputes arising out of or relating to these Terms or use of the Services shall be resolved in accordance with the laws of the State of California, without regard to its conflict of law rules. You hereby consent to the exclusive jurisdiction of the federal or state courts located in the County of Los Angeles for all disputes arising from or relating to these Terms or your access to or use of the Services.

8. General Terms.

8.1. Entire Agreement.

These Terms and the Privacy Policy (including any additional terms that may be provided by us when you engage with certain features of the Services) are the entire and only agreements between us regarding the Services and supersede all prior agreements for the Services. For clients who have executed a MSA, these Terms shall apply unless modified by the terms contained in your MSA, in which case those terms shall control.

8.2. Notice.

You agree that the only way to provide us legal notice is at the addresses provided below under “How to Contact Us.” All notices must be sent in writing and will be deemed received one day after being sent.

8.3. Waiver.

No failure of Vault to enforce any of its rights under these Terms will act as a waiver of such rights.

8.4. Enforceability.

If any portion of any provision of these Terms are found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of these Terms shall remain in full force and effect. Headings used in these Terms are for convenience only and have no legal or contractual significance.

8.5. Assignment.

Neither party’s rights or obligations hereunder (except the right to receive money) may be assigned without written consent of the other party, provided however, either party may assign all of its rights and obligations hereunder to a company that the party controls or is controlled by, or to a company that acquires substantially all of its assets, equity or business by merger or acquisition. These Terms shall be binding upon the successors and assigns, if any, of the parties.

8.6. Publicity.

Unless you have notified us in writing otherwise, we reserve the right to disclose users as customers of Vault and may use your name and logo on our website and in our marketing materials.

8.7. Export Compliance.

Each party shall comply with United States export control laws and regulations. You acknowledge that you will not permit use of the Services in a United States embargoed country and you are responsible for complying with any laws or regulations that govern your use of the Services.

8.8. Authority.

If you are assenting to theseTerms on behalf of any third party or entity, you represent that you have the power and authority to consent to and accept these Terms on behalf of such third party or entity.

9. Copyright Infringements.

9.1. Reporting Infringements.

If you believe that content residing or accessible on the Site infringes a copyright, please send a notice of copyright infringement containing the following information to legal@tandemvault.com:

  • Identification of the work or material being infringed;
  • Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Vault is capable of finding and verifying its existence;
  • Contact information about the notifying party (the “Notifying Party”), including name, address, telephone number and e-mail address;
  • A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law;
  • A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner; and
  • The Notifying Party’s physical or electronic signature.

9.2. Responding to Complaints.

After notification of an alleged infringement is received, reviewed and confirmed by Vault:

  • Vault will remove or disable access to the allegedly infringing material.
  • Vault will then immediately notify the member responsible for the allegedly infringing material (the “Offending Member”) that it has removed or disabled access to the material.

9.3. Designated Agent to Receive Notification of Claimed Infringement:

Tandem Vault, LLC
Attn: Copyright Agent
1645 Abbot Kinney Blvd #203
Venice, CA 90291
E-mail: legal@tandemvault.com

10. How to Contact Us:

Tandem Vault, LLCAttn: Copyright Agent
1645 Abbot Kinney Blvd #203
Venice, CA 90291
E-mail: support@tandemvault.com
Phone: (805) 557-8407