Passportal User Agreement

This User Agreement ("Agreement") is entered between you (the "User" "you" or "your") and 

Passportal Inc. of Calgary, Alberta Canada ( "Passportal" or "we"), to govern your use of our online 

password management services, as described below, when you register to become a User at Passportal 

(the "Site"). You acknowledge and hereby agree with the following terms and conditions (the "Terms"): 

Description of Service

 

Passportal offers an innovative internet-based service that uses highly secured cryptographic 

technologies to organize, manage, store and share confidential data and information. When you sign up 

for our Service, you will be prompted to create a password protected account (the "Account") where 

you can enter and save confidential data and information on our servers (the "Entries"). There is no 

initial cost to become a registered User and have access to the Service, however costs will be incurred 

dependent on the size of your organization. You will be assigned a user identification code ("User ID") to 

access your Account. Entries are transmitted always and exclusively in encrypted form. The process of 

encrypting, decrypting and rendering Entries intelligible on receipt takes place on your own local 

computer, via browser, using a secret code only known to you (the "Organization Passphrase"). As such, 

we can NEVER access nor decipher your Entries. We do not maintain a copy of your Organization 

Passphrase and cannot recover it if it is lost or forgotten. 

 

User Representations and Limitations

By registering as a User, you agree to be subject to the following conditions and limitations on use, and 

also make the following representations:

on our Site including all revisions thereto as the same may be published on the Site;

  • You will not use the Service to handle, in any way or form, any information concerning public 

health and safety or any type of data which loss, theft, destruction or inaccessibility, even if only 

temporary or partial, could cause injury, epidemic, disaster, death or destruction;

  • You agree that you are only authorized to visit, view, and retain a copy of pages of this Site for 

your own use, and that you will not duplicate, download, publish, modify, or otherwise 

distribute the material on this Site for any commercial use, or for any purpose other than as 

described in the Terms;

  • You will not use the Service to publish or transmit third party content, data or information which 

(A) are subject to copyright protection, unless such use or publishing is permitted under 

applicable copyright laws; (B) are obscene, blasphemous, defamatory, threatening, or against 

the public order, morality and binding regulations; (C) or contain trade and/or industrial secrets, 

infringe service marks or trademarks, patents, copyrights and software, or that, in general, 

breach confidentiality obligations or violate tangible or intellectual property rights of others; 

  • You are the sole controller of any personal data collected through use of the Service, and it is 

your sole responsibility to ensure the necessary compliance and to adopt all security measures 

required under current and future legislation;

  • You will abide to the laws of Canada or of your nation of residence, or the regulations, 

conventions, treaties and international agreements applicable to the subject matter. 

 

Account Maintenance

You are solely responsible for maintaining and safeguarding access to your Account. Should you suspect 

your Account has been compromised, it is your sole responsibility to take immediate action to protect 

your Entries. Immediate action may include, without limitation, logging on your Passportal account and 

changing your User ID or password immediately, or contacting Passportal to report an incident. 

 

An Organization will be deemed inactive if there has been no successful login to the associated Accounts 

for a twelve-month period. Inactive Organizations will be deleted from our system with notice. Upon 

deletion of your Organization, your stored Entries may be lost and may become permanently 

unrecoverable. 

 

Payment of your Passportal account use of the Service charges

All payments with respect to the use of your Passportal account for Services must be made by 

you through a medium of payment acceptable to us and as provided by us from time to time; 

which currently is through and processed via Stripe payment gateway. As between you and us, 

you and not us are responsible for paying any amounts for Services billed to you by a third party 

who had access to your Passportal account or authorized form of payment whether or not such 

amounts were authorized by you. You agree to pay all fees and charges incurred in connection 

with the Services provided to you (including any applicable taxes) at the rates in effect when 

the charges were incurred. If Passportal does not receive payment from any authorized 

payment provider of yours or its agent, you agree to pay all amounts due upon demand by 

Passportal.

 

Ownership; Rights to Use

Except as expressly contemplated under this Agreement, Passportal owns all right, title and interest in 

and to all copyrights, trademarks, service marks, patents, trade secrets or other intellectual property 

and proprietary rights in and to the Site and Service, and in all media now known or later devised, to the 

fullest extent provided under the applicable law in any or all jurisdictions where the Service has been 

used. You shall not remove, conceal or alter any copyright notice, information, disclaimer, restriction or 

other notice on this Site or any portion thereof. You shall not use or permit any third party to use the 

name, trademarks, trade names, or trade dress of Passportal, including the word "Passportal," without 

the prior written consent of Passportal, as determined in its sole discretion, for each such use. 

 

Web Site Security

You are prohibited from violating or attempting to violate the security of this Site, including, without 

limitation, (i) accessing data not intended for you or logging into a server or account that you are not 

authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to 

breach security or authentication measures without proper authorization; (iii) attempting to interfere 

with service to any user, host or network, including, without limitation, by way of submitting a virus to, 

or overloading, "flooding," "spamming," "mailbombing," or "crashing" the Site; (iv) sending unsolicited 

email to any user of the Site, including promotions and/or advertising of products or services; or (v) 

forging any TCP/IP packet header or any part of the header information in any email or posting 

generated in connection with the Service. Violations of system or network security may result in civil or 

criminal liability. Passportal will investigate occurrences that may involve such violations, and it may 

involve and cooperate with law enforcement authorities in prosecuting users who are involved in such 

violations. Passportal will use commercially reasonable efforts not to disclose any information you 

communicate with, or post to, the Site, but reserves the right to disclose such information to the extent 

necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right 

to remove any data in whole or in part. 

 

Downloading Software from Passportal

In the event you need to download any software from this Site to use our Service ("Passportal

Software"), you acknowledge and agree to the following terms ("License"):

 

1. Any Passportal Software is licensed to you for limited use under the terms of this License and 

this Agreement, and is not sold, to you by Passportal.

2. We reserve all rights not expressly granted to you;

3. The rights granted herein are narrowly limited to Passportal and its licensors' intellectual 

property rights in the Passportal Software and do not include any other patents or intellectual 

property rights;

4. You may own the media on which the Passportal Software is used, but Passportal and/or 

Passportal's licensor(s) retain ownership of the Passportal Software itself. The terms of this 

License will govern any software upgrades provided by Passportal that replace and/or 

supplement the original Passportal Software product, unless such upgrade is accompanied by a 

separate license, in which case the terms of that license will govern;

5. The License allows you to install and use the Passportal Software. You may not make any copy of 

the Passportal Software except as and only to the extent expressly permitted in this License or 

by applicable law, and you may not copy, decompile, reverse-engineer, disassemble, modify, or 

create derivative works of the Passportal Software or any part thereof;

6. THE Passportal SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF ANY EQUIPMENT 

OR OTHER SERVICE OR APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD 

TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE;

7. You may not use or otherwise export or re-export the Passportal Software except as authorized 

by the laws of the jurisdiction in which the Passportal Software was obtained.

 

Encryption Law Compliance

We use strong encryption technology to deliver our Service; however, the use of strong encryption 

technology is illegal in some countries. This may mean that you cannot use our Service in certain 

countries. We are not responsible for providing you any advice or warning with respect to encryption 

law compliance matters. It is your sole responsibility to comply with any local encryption laws, and to 

accept any consequences for the violation of such laws. We reserve the right to suspend the Service 

immediately and without notice if we determine, in our sole judgment, that the Service is being used in 

violation of local regulations governing the use of cryptographic technologies (even though we have no 

responsibility to make such determination), and without prejudice to any appropriate action to recover 

losses which may be sustained.

 

WARRANTY DISCLAIMERS

Passportal does not guarantee that the service will be error-free or uninterrupted, or that it will provide 

specific results from use of the Service or any content, search, or link on it. The Service, and the Site 

content are delivered on an "as-is" and "as-available" basis. Passportal disclaims all warranties, express 

or implied. Passportal will not be liable for any damages of any kind arising from the use of the service 

or the site, including, without limitation, direct, indirect, incidental, and punitive and consequential 

damages. 

Passportal disclaims any and all liability for the acts, omissions, and conduct of any third-party users, 

Passportal users, advertisers, and/or sponsors on the Site, in connection with the Site, or otherwise 

related to your use of the Site and our Service. Passportal is not responsible for the products, services, 

actions, or failure to act of any third party in connection with or referenced on the Site. Without limiting 

the foregoing, you may report the misconduct of users and/or third-party advertisers or service and/or 

product providers referenced on or included in the Site to Passportal at info@passportalmsp.com.  

Passportal may investigate the claim and take appropriate action, at its sole discretion. 

 

LIMITATION ON LIABILITY

Except in jurisdictions where such provisions are restricted, in no event will Passportal be liable to you 

for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost 

profits, even if Passportal has been advised of the possibility of such damages.

 

Assumption of Risk, Indemnity

By accessing our Site and using our Service, you acknowledge and agree that you are using our Service at 

your own risk. You further acknowledge that the availability of Service access and response time may 

vary due to, without limitation, network traffic condition, User system performance, third-party website 

system performance, Passportal system performance, and numerous other factors. You agree to 

indemnify and hold Passportal, its affiliates, officers, agents, and other partners and employees 

harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any 

third party due to or arising out of your use of the Site and our Service, including your use of the Site to 

provide a link to another site or to upload content or other information to the Site.

 

Termination; Damages

If you breach the terms of this Agreement, Passportal reserves the right to consider the contract 

rescinded, without prejudice to the full right of recompense for all damages incurred or suffered and of 

payment of all charges for the Service provided. You agree that monetary damages may not provide a 

sufficient remedy to Passportal for violations of this Agreement, and you consent to injunctive or other 

equitable relief for such violations.

 

Consumer's Right of Withdrawal

A User (as a natural person) entering into the present contract for purposes not connected with her 

professional activities is entitled to the right of withdrawal without penalty and without specific reasons, 

to be exercised by means of email with delivery receipt, sent to Passportal, email: 

info@passportalmsp.com within ten working days of conclusion or of the information being 

communicated. In the absence of such communication, the right of withdrawal may be exercised up to 

three months after the date of conclusion of the contract. It is also possible for the withdrawal to be 

communicated, within the time limits referred to above, via telephone, fax, e-mail or telegram, subject 

to confirmation via registered letter with delivery receipt within the following 48 hours. The right of 

withdrawal may not be exercised if the Service is activated in advance of the expiry dates specified 

under this paragraph. You give us explicit authorization to activate the Service in advance of the expiry 

dates specified above.

 

Miscellaneous

This Agreement represents the entire and integrated agreement between you and Passportal regarding 

the subject matter hereof. The Terms and Conditions of the Site and the Privacy Policy are incorporated 

herein by reference. If any provision of this Agreement is held by a court of competent jurisdiction to be 

invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining 

provisions shall continue in full force without being impaired or invalidated in any way.

 

The waiver by Passportal of a breach or a violation of any provision of this Agreement shall not operate 

as or be construed to be a waiver of any subsequent breach or violation of any other provision of the

Terms of this Agreement. 

 

This Agreement shall be governed by the substantive law of Alberta, Canada, without reference to any 

choice-of-law rules that would result in the application of the substantive law of any other jurisdiction. 

The parties agree that any disputes arising out of or relating to this Agreement shall be submitted to the 

courts having jurisdiction in Calgary Alberta, Canada, and the parties consent to the personal jurisdiction 

of such courts with respect to such disputes. The competent court shall be that of the place of residence 

or elective domicile of the User when the latter is to be considered a consumer.

 

In any action incurred to enforce this Agreement or defend Service provided according to the 

Agreement, the prevailing party shall be entitled to reasonable attorney's fees. 

 

This Agreement may be amended, modified, or deleted at any time with or without notice to you at the 

sole discretion of Passportal. In the event there is a material change made to this Agreement, we will 

use commercially reasonable efforts to notify you of the change, provided that you have a workable 

email address in our system. Whether or not the change is material is within the sole discretion of 

Passportal. 

 

Pursuant to and in accordance with Canadian law, you represent that you have carefully studied and

considered each and every provision of this Agreement and hereby explicitly and specifically approve

each such provision and agree to be bound thereby.

 

This User Agreement was last modified on May 4, 2015 and is effective immediately.

Passportal™ is a trademark of Passportal Inc.

 

I HAVE READ, UNDERSTAND ACCEPT AND AGREE TO ALL OF THE TERMS ABOVE