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"):
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.
By registering as a User, you agree to be subject to the following conditions and limitations on use, and also make the following representations:
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.
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.
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.
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.
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.
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.
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 email@example.com.
Passportal may investigate the claim and take appropriate action, at its sole discretion.
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.
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.
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.
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: firstname.lastname@example.org 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.
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 theTerms 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