BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE THAT YOU HAVE READ AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE ONLINE SERVICE PROVIDED BY NOTEVAULT, INC. (“COMPANY”), INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS AND QUOTE, IF APPLICABLE, ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY INCLUDING A JOINT VENTURE TO WHICH YOU ARE A PARTY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS AND QUOTE, IF APPLICABLE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICE.

Company will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall confirm your agreement to abide by these terms and conditions and, if applicable, a Quote for the Service accepted by you, including any materials available on the Company’s website incorporated by reference herein, including but not limited to Company’s privacy and security policies. For reference, a Definitions section is included at the end of these terms and conditions.

1. Privacy & Security; Disclosure
Company’s privacy and security policies may be viewed at http://www.NoteVault.com. Company reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Company occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions
Company hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to these terms and conditions and Quote, if applicable. All rights not expressly granted to you are reserved by Company and its licensors.  You may not access the Service if you are a direct competitor of Company, except with Company’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or otherwise conflict with third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Company immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Company user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
Company does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. At your request, Company will allow access to your Customer Data by another User designated by you in connection with a Project involving you and the other User.  Except as noted below, Company reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination of these terms and conditions and Quote, if applicable, for any reason, except by Company due to your breach of these terms and conditions and Quote, if applicable, your right to use the Service will terminate and you shall have 30 days from such termination to request that the Company reactivate the Service (for an additional fee) for the sole purpose of enabling you to access and retrieve all Customer Data that you have rights to. Upon expiration of such 30-day period, Company shall have no further obligation to maintain or forward any Customer Data. The foregoing notwithstanding, upon the mutual agreement of you and Company after the expiration of such 30-day period, Company shall continue to store Customer Data on its servers for a paying User.  The foregoing notwithstanding, Company and its vendors and contractors may use Customer Data to operate and administer the Service. In addition, Company may retain, analyze, use and share (a) Customer Data and (b) diagnostic data arising from your use of the Service in anonymous, filtered, or aggregate form for general business purposes.  

5. Intellectual Property Ownership
Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Company Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. These terms and conditions and Quote, if applicable, do not constitute a sale and do not convey to you any rights of ownership in or related to the Service, the Company Technology or the Intellectual Property Rights owned by Company. The Company name, the Company logo, and the product names associated with the Service are trademarks of Company or third parties, and no right or license is granted to you to use them.

6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Company does not endorse any sites on the Internet that are linked through the Service. Company provides these links to you only as a matter of convenience, and in no event shall Company or its licensors be responsible for any content, products, or other materials on or available from such sites. Company provides the Service to you pursuant to the terms and conditions of these terms and conditions and Quote, if applicable. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms set forth in a Quote, if applicable, or in effect at the time a fee or charge is due and payable. Payments must be made monthly via credit card unless otherwise mutually agreed upon in a Quote accepted by you. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered, whether or not such User licenses are actively used. You must provide Company with valid credit card as a condition to signing up for the Service. Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.  In the event Company offers a version of the Service that does not require a monthly fee, a credit card will not be required and all other terms here within shall apply.

8. Billing and Renewal
Unless (a) you have been invited to use the Service for a specific Project pursuant to the Company’s One Team, One Report Program or (b) you have subscribed for a free trial, Company charges and collects fees for use of the Service. Company will automatically charge your credit card for such fees, unless prior written approval has been obtained from Company’s credit department for postpaid invoicing, which can be paid by check. Fees for other services will be charged on an as-quoted basis. Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company’s income.  Except for a Quote that does not provide for a monthly fee, you agree to provide Company with complete and accurate billing and contact information. This information may include your legal company name, street address, e-mail address, and name, credit card number, and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information or credit card number you have provided is incorrect, false or fraudulent, Company reserves the right to terminate your access to the Service in addition to any other legal remedies.  If you believe your bill is incorrect, you must contact Company in writing or by email within 60 days of the payment date containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension
In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate your access to the Service if your account becomes delinquent.  Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Company has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted.

10. Initial Term; Termination
This Agreement commences on the Effective Date. The Initial Term will be (a) the remainder of the calendar month in which you subscribed online for the Services by completing the online subscription form or (b) the term referenced in a Quote.  After the Initial Term your subscription for the Services will continue monthly (or, if applicable, the term shall automatically renew for the term outlined in the applicable Quote), with recurring billing, commencing on the first day of the next month after expiration of the Initial Term. Either party may terminate your right to use the Service at any time by notifying the other party in writing or by email thirty (30) days prior to the end of the current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event your right to use the Service is terminated, you agree and acknowledge that Company has no obligation to retain the Customer Data, and may delete such Customer Data. Upon account closure, requests for refund of “prepayments” (net of discounts) are subject to a 50% cancellation fee on unused balances. No user “hold” policy e.g. postpone service for a user during down times; service runs continually until terminated. No transferability of service plans between users.

11. Termination for Breach
Any breach of your payment obligations or unauthorized use of the Company Technology or Service will be deemed a material breach of these terms and conditions and Quote, if applicable. Company, in its sole discretion, may terminate your password, account or use of the Service if your breach or failure to comply with these terms and conditions and Quote, if applicable, is not cured within 30 days of email notice from Company. In addition, Company may terminate a free account at any time in its sole discretion. You agree and acknowledge that Company has no obligation to retain Customer Data.

12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into and be bound by these terms and conditions and Quote, if applicable. Company represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will (a) perform substantially in accordance with the Company’s online help documentation under normal use and circumstances and (b) be accessible using any web browser. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Mutual Indemnification
You shall indemnify and hold the Company, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of these terms and condition and Quote, if applicable; provided in any such case that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect Company’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Company shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Company of its representations or warranties; or (iii) a claim arising from breach of these terms and conditions or Quote, if applicable, by Company; provided that you (a) promptly give written notice of the claim to Company; (b) give Company sole control of the defense and settlement of the claim (provided that Company may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Company all available information and assistance; and (d) have not compromised or settled such claim. Company shall have no indemnification obligation, and you shall indemnify Company pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties
COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NOTEVAULT, INC. AND ITS LICENSORS.

15. Internet Delays
THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability
EXCEPT WITH RESPECT TO THE BREACH OF ANY REPRESENTATIONS AND WARRANTIES IN SECTION 12, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY EXCEED ONE HALF OF THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Each User acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.  This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000.  Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.

19. Notice
Company may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Company (such notice shall be deemed given when received by Company) at any time by any of the following: letter sent by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the following address: NoteVault, Inc., 6305 Lusk Blvd, San Diego, CA 92121 addressed to the attention of: Chief Financial Officer.

20. Modification to Terms
Company reserves the right to modify these terms and conditions or its policies relating to the Service at any time, effective upon posting of an updated version of these terms and conditions. You are responsible for regularly reviewing these terms and conditions. Continued use of the Service after any such changes shall constitute your consent to such changes.

21. Assignment; Change in Control
Your right to use the Service may not be assigned by you without the prior written approval of Company but may be assigned without your consent by Company to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Company directly or indirectly owning or controlling 50% or more of you shall entitle Company to terminate your right to use the Service for cause immediately upon written notice.

22. General
These terms and conditions and Quote, if applicable, shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with these terms and conditions, Quote, if applicable, or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Diego County, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of the Service. The failure of Company to enforce any right or provision in these terms and conditions or Quote, if applicable, shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. These terms and conditions, together with any applicable Quote, comprises the entire agreement between you and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions
As used in these terms and conditions and in any applicable Quote now or hereafter associated herewith: “Agreement” means these terms and conditions, the Quote, whether written or submitted online, and any materials available on the Company website specifically incorporated by reference herein, as such materials.  These terms and conditions, may be updated by Company from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of (a) the date these terms and conditions are accepted by selecting the “I Accept” option which confirms that you have reviewed and accepted these terms and conditions, (b) the date you begin using the Service, or (c) the date set forth in an applicable Quote; “Initial Term” means the initial period (i) during which you are participating in a free trial of the Services, (ii) for which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process or (iii) the term set forth in an applicable Quote (e.g., if the billing frequency is monthly, the Initial Term is the first month); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Project” means a project overseen by a General Contractor for which the Service is being used (the General Contractor shall have the right to invite subcontractors to use the Service as Users in connection with such project ); “Quote” means the form evidencing the initial subscription for the Service and any subsequent quotes submitted online or in written form, specifying, among other things, the applicable fees, the billing period, and other charges as agreed to between the parties and incorporating by reference these terms and conditions (in the event of any conflict between the terms of an Agreement and the terms of any such Quote, the terms of the Agreement shall prevail); “Company” means NoteVault, Inc., a California corporation, having its principal place of business at 6305 Lusk Blvd, San Diego, CA 92121; “Company Technology” means all of Company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Company in providing the Service; “Service(s)” means Company’s online applications other services identified during the ordering process, developed, operated, and maintained by Company, accessible via http://www.NoteVault.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under this Agreement, including Company Technology and the Content; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Company at your request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@NoteVault.com.