io.vault terms and conditions

This Master Services Agreement, including any exhibits, policies or addendums attached hereto or referenced herein (the “Agreement”) is entered into between the Parties and contains the terms and conditions that govern access to Io.vault, and is a contract between Io FinNet Group, Inc., a Delaware (USA) corporate (“Io.finnet”), and (i) the entity or organisation that you represent (the “Customer”) and/or (ii) the individual accessing Io.vault (the “End-User”).

Io.vault (“Io.vault”) is a self-custody solution offering the ability to directly hold and transact with digital assets and which is accessed via a webplatform and the io.finnet mobile application.

For more information about how to use Io.vault, please refer to the API documentation, User Guide as well as FAQ accessible on the help center (https://support.iofinnet.com/hc/en-gb)

Unless otherwise agreed by the Parties in writing, this Agreement becomes binding and effective on Customer and its End-Users upon the earlier of: (i) Customer’s signature of an Order Form; (ii) Customer’s or its End-User’s access and use of Io.vault; or (iii) Customer’s or its End-User’s clicking of an “I Accept”, “Sign Up” or similar button or checkbox referencing to this Agreement (the “Effective Date”)

The Customer, End-User and Io.finnet are referred to individually as a “Party” and collectively as the “Parties”.

Capitalized terms not otherwise defined in this Agreement have the respective meanings assigned to them in Section 1.

If you are using Io.vault on behalf of an entity or organization: (i) all references to “Customer” are to be understood as that entity or organization, (ii) you represent that you have the right, power, and authority to enter into this Agreement on behalf of the Customer, and/or that you have been authorised by the Customer to be an End-User of Io.vault whether as an Admin User or as a simple User (“End-Users” shall refer to Admin Users and Users together), (iii) that you are at least eighteen (18) years of age.

“Applicable Law” means any treaty, directive, international agreement, law, statute, regulation, code, rule, ordinance, order, decree, judgment, guideline (including any judicial or administrative interpretation thereof) and any authorization that may apply to a relevant situation or pattern of facts;

“Customer” means an entity or organization that is a Party to this Agreement and signs an Order Form for subscription and access to Io.vault and its features.

“Data Privacy Laws” for the purposes of this Agreement, shall mean any applicable laws, regulations and directives relating to the protection of personal data and privacy, including but not limited to the General Data Protection Regulation (GDPR).

“Intellectual Property Rights” means patents, utility models, trademarks, logos, company names, trade names, shop signs, domain names, internet websites’ architecture and content, authors’ rights (including but not limited to rights with respect to computer software, firmware and all related documentation), design rights, models, database rights, topography rights, know-how, inventions, secret formulae and processes, rights protecting goodwill and reputation, and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may exist anywhere in the world, whether or not any of these is registered, as well as all applications, registrations and renewals pertaining to such rights;


”Open Source Components” means any software components, libraries, or modules that are distributed under an open-source license recognized by the Open Source Initiative (OSI) or other relevant authority;



“Order Form” means a document provided by Io.finnet and executed by the Customer setting forth the terms of the provision of Io.vault, including the Fees and additional terms



“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one that can be identified, directly or indirectly, in particular by reference to an identifier such as a name, and identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identify of that natural person;



“Signing Device” means any device supported by Io.vault, and controlled by the Customer or a End-User and storing an End-User’s Secret Share



“Signing Power” means the number of Secret Shares an End-User controls on their specified Signing Device as part of a particular vault signing party (collection of signers and their Signing Device that contain the Secret Shares which control a particular vault).



“Third-Party” means any individual, entity or organization not party to this Agreement.



“Usage Data” means information collected automatically through the use of Io.vault of how and when an End-User interacts with Io.vault;



“User Management” means the Io.vault web dashboard feature allowing the Customer and Admin-Users to add and remove End-Users

2.1. Purpose
This Agreement sets forth the terms and conditions under which Io.finnet agrees to provide (i) Io.vault (together with any applicable documentation (including but not limited to the present terms, User Guide, FAQs, Recommended Use, Technical Specifications) (the “Documentation”) thereto, and programming, and user interfaces) to Customer and its End-Users

2.2. Io.vault Access and Use License



2.2.1 Licence
‍Subject to the terms and conditions of this Agreement, including the Order Form, their acceptance by the Customer and its End-Users, and solely during the Subscription Term set forth in the applicable Order Form, Io.finnet shall use commercially reasonable efforts to provide (i) Customer and its End-Users access to Io.vault and (ii) grants Customer and its End-Users a non-exclusive, non-sublicensable, non-transferable, worldwide licence to access and use Io.vault (as it may be modified and revised, and updated in accordance with this Agreement), pursuant to the Documentation and solely for the Customer’s internal business purposes.


2.2.2 Software restrictions

Io.finnet reserves all rights attached to Io.vault and the Documentation which are not expressly granted herein. Customer and its End-Users accept the following restrictions on use and will not, (nor will Customer permit or encourage any End-User or Third-Party to), directly or indirectly:

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(i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to Io.vault and data related to it;
(ii) modify, translate, or create derivative works based on Io.vault and data related to it;
(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber any rights to Io.vault;
(iv) use Io.vault in any manner that could damage, disable, overburden, impair or otherwise interfere with Io.finnet’s provision of Io.vault;
(v) access Io.vault for the purposes of monitoring availability, performance or functionality, or for any other benchmarking purposes, in any manner which materially interferes with the operation or performance of Io.vault;
(vi) create Internet "links" to Io.vault or ''frame"' or "mirror'' any content provided in Io.vault on any other server, wireless or Internet-based device;
(vii) attempt to obscure, mask or otherwise conceal any branding of, or relating to, Io.vault in any way, including wrapping, enclosing or otherwise packaging Io.vault inside another business application, system or process;
(viii) use Io.vault for timesharing or service bureau purposes or other computer service to a Third-Party;
(ix) modify, remove or obstruct any proprietary notices or labels, or;
(x) use or access Io.vault to build or support and/or assist a Third-Party in building or supporting other products or services;
(xi) use any software in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with Io.vault.



2.2.3 Conditions to Use

Customer and End-Users shall use, and Customer ensures End-Users shall use, Io.vault according to the terms of this Agreement, the Documentation and all applicable laws and regulations. As a condition to access and use Io.vault, the Customer and/or the End-User warrant and represent that they (i) have read through and reviewed any Documentation relating to Io.vault provided by Io.finnet, (ii) understand their requirements and (iii) agree to comply with these.



2.2.5 Account Responsibility

Customer will be responsible for (i) all uses of any account of its End-Users, whether or not Customer has authorised a particular use or End-User, and regardless of the Customer’s knowledge of such use, and (ii) ensuring that the End-Users accounts credentials are secured. Io.finnet shall not be responsible for any losses, damages, costs, expenses, claims that result from stolen or lost credentials. Customer shall immediately notify Io.finnet of any violation of the terms of any of the foregoing by any End-User upon becoming aware of such a violation, and shall be liable for any breach of the terms of this Agreement by any End-User. Customer shall ensure that End-Users respect this provision as well should they become aware of such a violation.



2.2.6 Consequences of a breach of terms

Any use of Io.vault by Customer or End-User that is either a (i) violation of the terms of the Agreement or (ii) in Io.finnet’s reasonable judgement, threatens the integrity, security or availability of Io.vault or that of its other customers, may result in Io.finnet immediately suspending the access to Io.vault to one, multiple or all accounts linked to the Customer; however, Io.finnet shall use commercially reasonable efforts to provide the Customer with notice and an opportunity to remedy such breach or threat prior to a suspension.
Although Io.finnet has no obligation to monitor the Customer and its End-Users’ use of Io.vault, where it may do so, and where Io.finnet discovers a use that it believes may be or is alleged to be a violation of the foregoing, it may prohibit further use of Io.vault.

2.3.1. To Io.vault
Io.finnet may, in its sole discretion, make any changes to Io.vault that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Io.finnet’s products or services to its customers, (b) the competitive strength of, or market for, Io.finnet products or services, (c) Io.vault’s cost efficiency or performance, or (ii) to comply with applicable law. It being understood that Io.finnet may also modify the Documentation and may modify or delete features of Io.vault

2.3.2. To this Agreement
Io.finnet reserves the right, at its sole discretion to amend this Agreement at any time, as it deems necessary, to continue to provide Io.vault. Where it does so, and to the exception of Fee changes, Io.finnet shall provide a reasonable advance notice of 30 days as from the notice of amendment before the changes are made effective, except where urgency is required due to regulatory or legislative changes. Should Customer or End-Users not agree to the proposed changes, it/they shall cease using Io.vault and shall be given a reasonable transition period to migrate their data or find alternative services.

Customer and End-Users acknowledge this and agree to hold Io.finnet harmless as relates to these changes.

3.1. Customer Representative / First End-User
The individual representing an entity or organization and agreeing to the terms of this Agreement on behalf of such Customer shall be, once onboarding is completed issued credentials to access Io.vault as an administrative user (“Admin User(s)”).

3.2 End-Users

Customer may allow, pursuant to the process described in Section “Adding an End-User” below, such number of End-Users as it needs.End-User subscriptions are nominative for the designated End-Users and their credentials cannot be shared or used by more than one End-User.



3.3. Adding and Removing End-Users


3.3.1. Adding an End-User
To add an End-User, an Admin User shall make use of the User Management feature of Io.vault and add an End-User, selecting whether it shall be a new User or a new Admin-User. Io.vault shall generate user credentials for the above mentioned new End-User and communicate a temporary password to them via e-mail



3.3.2. Removing an End-User
Only an Admin User may remove an End-User, through the use of the User Management feature of Io.vault.Removal of an Admin User shall only be accessible to the Customer and Admin-Users.The use of User Management to remove an End-User shall be effective immediately upon the request and shall terminate the End-User’s Account and access to Io.vault.

Subject to the terms of this Agreement, Io.finnet will maintain Io.vault and support it. To get support, Customer and End-Users can contact Io.finnet’s customer office through the help center or directly through the web dashboard “support” button

Io.vault includes certain Open-Source Components licensed under the terms set forth in each applicable licence (each an “Open-Source License”).

Io.finnet may, from time to time, make available, at no-charge to the Customer and its End-Users, services and features “in-development” (the “Beta Services”). Customer acknowledges, and ensures that it will make its End-Users aware, that it is/they are solely responsible for choosing to access Beta Services, which may contain errors and bugs. Beta Services will be all services identified by Io.finnet as “Beta” stage, “Alpha” stage, “pre-release” or any other designation clearly indicating that a service is still in development and has not been commercially released. Io.finnet makes no representations or warranties as relates the Beta Services and all the disclaimers and exclusions of liability of this Agreement apply to these Beta Services. Customer and its End-Users understand that Io.finnet is the sole decision maker as to when to give access to Beta Services and terminate access to Beta Services.

7.1. Io Finnet’s undertakings
Io.finnet is responsible for ensuring the security of the information stored and processed for the purpose of providing Io.vault. Io.finnet will implement the required security measures to maintain the integrity, confidentiality and availability of information processed within Io.vaul.


7.2 Customer and End-Users undertakings

Upon gaining access to a vault, either via creating a new vault or participating in a reshare on an existing vault with a Signing Device, each End-User will be provided with the cryptographic data that is required to enable the generation of a valid cryptographic signature for a given fault, (i.e, the secret share(s)) (the “Secret Share(s)”) representing its access and Signing Power in said vault, stored on its Signing Device



The End-User acknowledges and agrees that after obtaining the Secret Share(s) on a Signing Device, they must download an up-to-date encrypted device backup file (please refer to the User Guide).


When the End-User registers a Signing Device, the End-User will be:
- required to create a sufficiently secure signer passphrase (the “Signer Passphrase”);
- be requested to record a 24 word secret phrase (the “Recovery Phrase”) derived from the Signer Passphrase required to complete the Disaster Recovery Process (as detailed in the User Guide);


Customer and End-Users acknowledge and agree that they:

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- Are solely liable to ensure Signing Devices used to access Io.vault are secured, for example by keeping the Signing Device software up-to-date;
- Are solely liable to ensure (i) the implementation of sufficient security of Secret Share, Signing Device, Signer Passphrase, Recovery Phrase and encrypted device backup file; and, (ii) that only authorised personnel may access or use these;
- Are solely liable for all the consequences of an incorrect, unauthorized use of the Secret Share, Signing Device, Signer Passphrase, Recovery Phrase and encrypted device backup file;
- Are responsible for ensuring that the Recovery Phrase is secured offline in a physically secure location;

9.1. Ownership
Except for the limited right to access and use Io.vault under this Agreement and the applicable Order Form, Customer and End-Users acknowledge and agree that, as between the Parties, Io.finnet retains and owns all right, title and interest in and to Io.vault, any software utilized to manage and provide Io.vault, and the Documentation (collectively the “Io.finnet Products”) (i) including any modifications, enhancements or updates thereof and (ii) any software, applications, inventions or other technology developed in connection with the Io.vault, any derivative works made by any person or entity based upon the Io.finnet Products (including any usage data) and (iii) all Intellectual Property Rights in and related to any of the foregoing (the “Io.finnet IP”)

9.2. No Other Rights & No claims

No rights or licences are granted except as expressly set forth herein. The Agreement is not a sale and Customer and End-Users acknowledge and agree that they shall not acquire any ownership rights, copyright, or any other intellectual property rights in Io.vault or any related materials by virtue of this Agreement or Customer’s, and its End-Users’, use of Io.vault and that to the extent that Customer and End-Users acquire any right, title or interest in Io.finnet IP, Customer and End-Users hereby assign such right, title and interest in such Io.finnet IP to Io.finnet.



9.3. Feedback

If Customer and End-Users provide any feedback or suggestions about Io.vault or the Io.finnet Products or Io.finnet’s business operations (the “Feedback”) then Io.finnet may use the Feedback without any obligation to the Customer and the End-Users and the Customer and End-Users irrevocably assign to Io.finnet all right, title and interest in and to the Feedback.


9.4. Customer IP

Except as set forth herein, this Agreement does not give Io.finnet any rights of ownership in, or related to, any Intellectual Property Rights owned by Customer.

Please refer to our Privacy Policy for information on how we collect, use, and protect personal information.



The Customer and the End-Users are and remain the owners of the data and Personal Data that they communicate to Io.finnet via Io.vault pursuant to this Agreement and the Privacy Policy. Customer and End-Users agree that Io.finnet be allowed to process and use Customer Data during the Subscription Term solely for the purpose of providing Io.vault to the Customer and End-Users. Notwithstanding the foregoing, Io.finnet shall have the right to use Customer’s and End-Users’ data for statistical purposes, to improve Io.vault and to comply with applicable laws and regulations.


Io.finnet undertakes to comply with applicable data protection and privacy laws when accessing, collecting, processing, analysing and otherwise using personal data (as defined in GDPR), including the EU Regulation 2016/679 on protection of natural persons with regards to the processing of personal data and on the free movement such data (“GDPR”).

11.1
In this Section, “Confidential Information” means all information that the disclosing Party designates as confidential or which ought to be considered as confidential from its nature or from the circumstances surrounding its disclosure, including without limitation all regulatory, commercial, financial, administrative, intellectual property and technological information of either Party and any information concerning this Agreement. As relates Io.vault and its features, functionality and performance, Customer and End-User acknowledge that they are part of the Confidential Information of Io.finnet. As relates the Customer and End-Users, Io.finnet acknowledges that non-public data provided by the Customer and End-Users in order to obtain access to and use Io.vault are Confidential Information of the Customer and End-Users, and that, all content, Personal Data, data and information recorded and stored by Io.vault for the Customer and End-Users are, as a consequence, Confidential Information (the “Customer Data”).

11.2
Confidential Information does not include information which:- is known to the receiving Party before receipt from the other Party;- is disclosed to the receiving Party in good faith by a Third-Party who had a right to make such disclosure; or- is made public by the disclosing Party, or is established to be a part of the public domain otherwise than as a consequence of a breach by the receiving Party of its obligations hereunder.


11.3

All Confidential Information of each Party shall be used by the other Party strictly and only for the purposes of this Agreement. Each Party agrees not to disclose to any third party any such Confidential Information without the written consent of the other Party or as required by court order.

11.4
Each Party shall have an obligation to prevent the other Party’s Confidential Information in its possession or control from being misappropriated, or wrongfully communicated by any employee, consultant or other person under the receiving Party’s control. If the receiving Party is required by a court or government authority to disclose Confidential Information, the receiving Party shall provide the disclosing Party with prompt notice, including the circumstances of such requirement, so that the disclosing Party may seek an appropriate protective order, and shall reasonably cooperate with the disclosing Party in an action by the disclosing Party to obtain an appropriate protective order. Upon termination of this Agreement, the Parties shall promptly return or destroy the other Party’s Confidential Information.


11.5

Each of the Parties acknowledge that disclosure of the Disclosing Party’s Confidential Information or any other breach of this Agreement may cause serious and irreparable damage to the Disclosing Party and that remedies at law may be inadequate to protect against breach of these provisions. As such, both Parties agree that a Disclosing Party may seek injunctive relief for any breach of the confidentiality provisions of this Agreement and to specific enforcement of its terms, in addition to any other remedy to which it would be entitled

12.1. Order Forms
This Agreement sets forth the terms for access to Io.vault by the Customer and its End-Users in accordance with an Order Form indicating a subscription. The subscription term starts on the start date indicated in the Order Form and will continue for the length indicated on the Order Form, either a year or a month, depending on Customer’s choice (the “Subscription Term”).
Unless otherwise provided, Order forms will automatically renew for one-year periods in the case of yearly subscriptions and for one month periods in the case of monthly subscriptions (the “Renewal Subscription Term”) unless (i) Io.finnet or the Customer gives written notice to the other to terminate the Order Form or (ii) the Customer disables the automatic-renewal, before the end of the initial Subscription Term or the Renewal Subscription Term, which shall terminate the auto-renewal and terminate a given Order Form at the end of the then-current Subscription Term or Renewal Subscription Term. Termination of a given Order Form will not affect any other Order Forms (as the case may be).

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12.2. Fee Changes and Grandfathering


12.2.1. Notification of pricing changes
Io.finnet reserves the right to adjust pricing for its services at any time. Customer will be notified of any pricing changes at least sixty (60) days prior to the changes taking effect

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12.2.2. Granfathering period
The Customer will be grandfathered into the pricing structure in effect at the time of notification of the pricing changes until the end of the then current subscription period (the “Grandfathering Period”).

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12.2.3. Expiration of Grandfathering
At the conclusion of the Grandfathering Period, the Customer will be transitioned to the new pricing structure as from the next Renewal Subscription Term. Customer will be notified prior to the expiration of the Grandfathering Period regarding the upcoming changes to their pricing.



12.2.4. Cancellation and acceptance
If Customer does not wish to continue its subscription under the new pricing terms, it may cancel its subscription at any time before the change takes effect, without penalty. By continuing to use our services after the new pricing comes into effect, Customer and its End-User acknowledge and accept the new pricing terms.



12.3. Payment of Fees

Customer shall pay Io.finnet the fees set in an applicable Order Form (the “Fees”). Io.finnet shall invoice Customer as set forth in the applicable Order Form.

Except as otherwise stated in the Order Form: (i) all Fees are to be paid Monthly; (ii) all fees will be paid in United States Dollars (USD); (iii) all Order Forms include standard support as described in the Support Policy at no additional charge; (iv) the Customer’s transaction fees related to this Agreement are to be borne by the Customer



12.4. Invoice

An invoice is due thirty (30) days from the date of invoice. Should a Customer wish to dispute any amounts in a given invoice, it shall notify Io.finnet within fifteen (15) days of the receipt of an invoice. Past this fifteen day period, Io.finnet shall not be obligated to entertain the claim and Customer agrees that the amounts of a given invoice will be deemed as fully accepted. The Parties will, in good faith, negotiate and discuss in order to resolve any dispute within fifteen (15) days of notice of such dispute.
Customer agrees and acknowledges that the amount of Fees that this undisputed remains due thirty (30) days as from the date of invoice



12.5. Late Payment
For any undisputed amounts past due in excess of fifteen (15) days, Io.finnet will be permitted to charge a fee of 1,5% of the outstanding balance per month, or the highest amount allowed by law, whichever is lower and (i) Customer will be responsible for any reasonable costs Io.finnet incurs to collect the debt owed; and (ii) if a failure to pay persists for twenty-one (21) days past the due date of an invoice or more, Io.finnet may suspend any and all access to Io.vault until all Fees are paid in full.



12.6. Taxe
Unless otherwise required by Applicable Laws, Customer makes all payments under this Agreement free and clear of, and without any, tax deduction (such as witholding tax). The Fees provided on the Order Form do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, excise, sales, use, or witholding taxes, export fees, import fees, custom duties, and similar charges, if applicable, assessable by any jurisdiction whatsoever, except for employment taxes and other taxes based on Io.finnet net income and property (collectively “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and Order Forms applicable to it. If Io.finnet has the legal obligation to pay or collect Taxes for which Customer is responsible, Io.finnet will invoice Customer for these Taxes and Customer will pay that amount in addition to the Fees owed unless Customer is able to provide Io.finnet with a valid tax exemption certificate authorized by the appropriate taxing authority. Io.finnet remains fully and solely responsible for the taxes assessable against it based on its income, property and employees.

13.1. Term of the Agreement
This Agreement shall commence on the Effective Date and continue for as long as any Order Form referencing or incorporating the Agreement remains valid and in effect, or until terminated pursuant to the terms of this Agreement (the “Term”).

13.2. Termination for material breach or insolvency

This Agreement or any Order Form may be terminated by either Io.finnet or the Customer if:


a) The other Party (i) becomes (or is declared) insolvent, or is unable to pay its debts as they become due; (ii) is subject of any proceedings related to dissolution or liquidation, or the appointment of a receiver, trustee, or similar officer for all or a substantial part of such party’s assets; (iii) or makes a general assignment of the benefits of all or substantially all of its creditors, files or has filed against it a petition in bankruptcy;

b) The other Party is in material breach of any of its obligations under this Agreement or any Order Form and fails to remedy such breach within thirty (30) days of receipt of a written notice of such breach from the other Party (except where a more urgent termination is justified due to the seriousness of the breach); (in the event of termination by Customer pursuant to this provision, Io.finnet will refund to Customer a pro rata portion of any pre-paid and unused Fees);



c) Any change in law or regulation that would: (i) make this Agreement or any Order Form or material portion of a Party’s performance under this Agreement or any Order Form illegal, or (ii) require that any material terms of this Agreement or any Order Form be extended to any non-Party.

13.3. Effects of termination and Obligations upon Termination


13.3.1. Effect of termination upon Termination Date
(i) all the Customer’s (and its End-Users) rights under this Agreement immediately terminate; and
(ii) each party remains responsible for all fees and charges it has incurred through the Termination Date and fees and charges it incurs after termination; and
(iii) the terms of this Agreement shall survive the expiration or termination of the Agreement to the full extent that is necessary for their enforcement and for the protection of the party in whose favor they operate.


13.3.2. Obligations of the Customer
Upon termination or expiration of this Agreement for any reason, the Customer and its End-Users (Customer shall ensure as such) shall cease all use of and access to Io.vault and shall pay any Fees then due.End-Users acknowledge that they are given access to Io.vault as the Customer’s End-USers and that their access to Io.vault is linked to the Customer’s access, hence, a termination of the Agreement by the Customer will result in the loss of access to Io.vault for the End-Users

13.3.3. Obligations of the Provider
Upon termination or expiration of this Agreement for any reason, Io.finnet shall:
- promptly terminate access to Io.vault for the Customer and its End-Users, ensuring that access to Io.vault and its services are revoked;
- Make Customer Data available to Customer and End-Users (as the case may be) subject to any applicable retention periods;
- Maintain the privacy and security of the Customer Data and ensure it is handled in compliance with Data Privacy Laws.
- After the applicable retention periods, Io.finnet will have no obligation to maintain or provide Customer Data and may thereafter, unless legally obligated to store the data, delete all Customer Data in its systems or in its possession or control.
- Offer reasonable assistance to the Customer and its End-Users in the withdrawal process of its digital assets, helping to ensure a smooth transition and transfer of assets to the Customer’s designated wallet or custody solution;

Representations and warranties of both Parties



a) Authority
Io.finnet, the Customer and its End-Users represent and warrant to each other that they have the full right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and that neither the execution nor delivery of this Agreement, nor consummation of the transactions contemplated hereby, will result in a breach or default under the terms and conditions of any contract, order, licence, charter document or other agreement by which they are bound.



b) Organization
Io.finnet and the Customer represent and warrant to each other that it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.



c) Binding obligations
Io.finnet, the Customer, the End-Users, represent and warrant that once duly executed, this Agreement shall constitute their binding obligations.



14.2. Representations and warranties of Io.finnet

14.2.1. Disclaimer of Warrantie

14.2.1.1.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY IO.FINNET, (A) IO.VAULT, INCLUDING THE INFORMATION, CONTENT, DATA AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (B) IO.FINNET EXPRESSLY DISCLAIMS AND THE CUSTOMER AND END-USERS EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AS TO IO.VAULT.



14.2.1.2.
IO.FINNET DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT IO.VAULT SERVICES WILL BE SECURE, ERROR-FREE OR VIRUS FREE OR WILL WORK WITH OR NOT INTERRUPT OR DAMAGE CUSTOMER’S THIRD-PARTY SERVICES OR CUSTOMER’S CONTENT (INCLUDING ANY CONTENT CUSTOMER MAY STORE ON ANY THIRD-PARTY SERVICE) OR REGARDING THE QUALITY, ACCURACY OR COMPLETENESS OF ANY DATA, MATERIALS OR SERVICES PROVIDED BY OR IN CONNECTION WITH ANY THIRD-PARTY.

14.2.1.3

IO.FINNET MAKES NO WARRANTY OF AVAILABILITY OR UPTIME FOR IO.VAULT. IO.FINNET ALWAYS WORKS TOWARDS PROVIDING THE BEST SERVICE AND QUALITY ACCESS BUT DOES NOT REPRESENT THAT ACCESS TO IO.VAULT WILL BE UNINTERRUPTED AND DOES NOT GUARANTEE THAT TRANSACTIONS CAN BE EXECUTED, ACCEPTED, RECORDED AT ALL TIMES. CUSTOMER AND END-USERS ACKNOWLEDGE THAT SHOULD ACCESS TO IO.VAULT BE RESTRICTED FOR A PERIOD OF TIME, IO.FINNET WILL HOLD NO LIABILITY, WHETHER FOR THE LACK OF ACCESS OR ANY ALLEGED LOSSES (PLEASE REFER TO SECTION “DISCLAIMER OF DAMAGES, LIMITATIONS OF LIABILITY”.

14.2.1.4
NO INFORMATION, ADVICE OR SERVICES OBTAINED BY CUSTOMER OR END-USERS FROM IO.FINNET OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

14.2.2. Warranty of title
Io.finnet hereby represents and warrants to the Customer and End-Users that, to its knowledge, Io.finnet is the owner of Io.vault or otherwise has the right to grant to the Customer and End-Users the rights set forth in this Agreement, including without limitation, any Third-Party software, data and materials included in Io.vault.

14.2.3. Warranty of non-infringement
Io.finnet warrants that Io.vault does not infringe on the Intellectual Property Rights of any Third-Party, and that it has obtained all necessary licences and permissions to include any Third-Party software or components in Io.vault.



14.3. Duties, responsabilities, representations and warranties of the Customer and End-Users


14.3.1. Customer and End-User Cooperation
Customer shall provide all cooperation and assistance as Io.finnet may reasonably require to enable Io.finnet to exercise its rights and perform its obligations under this Agreement and in connection with this Agreement.


14.3.2. Training and Education

Customer shall use commercially reasonable efforts to cause End-Users to be, at all times, trained in the proper use and operation of Io.vault and aware of the terms and obligations of this Agreement and the Documentation. It shall also use all commercially reasonable efforts to ensure that End-Users use Io.vault in accordance with applicable Documentation provided from time to time by Io.finnet.



14.3.3. Customer Systems

Customer shall be responsible for obtaining, maintaining and managing any equipment and ancillary services needed to connect to, access or otherwise use Io.vault, including, without limitation, computer networks, modems, hardware, servers, software, operating systems, networking, web servers, and is solely responsible for maintaining the security thereof. Customer and End-Users shall hold Io.finnet harmless for any of these elements’ failure in functionality or security.



14.3.4. Duties as relates Io.finnet’s Intellectual Property
Customer and End-Users shall:
(i) safeguard Io.vault from infringement, misappropriation, theft, misuse, unfair competition or unauthorized access;
(ii) at Io.finnet expense, take all reasonably required steps to assist Io.finnet in maintaining the validity, enforceability and ownership of the Intellectual Property on Io.vault; and
(iii) promptly notify Io.finnet in writing if it becomes aware of (a) any actual or suspected infringement or other violation of Io.finnet’s Intellectual Property on Io.vault; and if Io.finnet elects to conduct any claim or action against such infringement or violation, to fully cooperate with it in assist in its conduct, or (b) any claim that Io.vault, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights of a Third-Party;

15.1
TO THE EXTENT PERMITTED BY LAW, IO.FINNET’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES IT PROVIDES PURSUANT TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE), WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE SUM OF FIVE THOUSAND US DOLLARS (5,000 USD). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT RELATED TO THE IO.FINNET PRODUCTS SPECIFICALLY ADDRESSED IN THESE TERMS.

15.2

IN NO EVENT WILL IO.FINNET BE LIABLE TO THE CUSTOMER AND/OR END-USERS FOR COMPENSATION, REIMBURSEMENT OR DAMAGES, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR CONSEQUENTIAL, WHETHER OR NOT FORESEEABLE, OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE, LOSS OF USE, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF PROFIT, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTACT OR TORT. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15.3

Additionally to any other limitation of liability contained in this Agreement, Io.finnet shall not be liable:
- In case of breaches of security, which may cause harm related to Personal Data, unless there is proof that Io.finnet is breaching one of its obligations;
- In case of breach of the security of the Personal Data on the Internet and mobile networks;
- In relation to the accuracy of the Personal Data and data that may have been provided by Customer and End-Users;
- In case of abnormal or illegal use of Io.vault by Customer and/or End-Users, for which Customer and End-Users will be solely liable toward third parties

- For any damage arising out of Customer or End-Users’ use of Io.vault on non-compatible devices, jailbroken devices or devices infected with viruses or for Customer or End-Users’ inability to use Io.vault because of these;
- For any damages, direct or indirect, material or immaterial, caused by Customer and/or End-Users of Io.vault, to Io.finnet, other End-Users or any Third-Party for which Io.finnet declines any responsibility, in particular when the cause of the damage constitutes a breach of this Agreement. Customer and End-Users, as the case may be, shall be solely liable for damages detailed in this section.

16.1. Intellectual Property Rights
Io.finnet shall defend, indemnify and hold Customer and End-Users harmless, from any claims, liabilities or damages, arising in connection with any action or claim that Io.vault infringes any Intellectual Property and/or proprietary right of a Thir-Party, provided that (i) Customer and End-Users cooperates with Io.finnet’s reasonable requests for assistance in the defense; and (ii) Io.finnet controls the defense, negotiation and settlement of any such claim; provided, that Io.finnet shall not settle or compromise any claim that would adversely affect Customer and/or End-Users rights without their prior written consent, such consent not to be unreasonably withheld.

16.2. Exclusion
Io.finnet shall have no liability to Customer and End-Users with respect to any claim of intellectual property rights infringement caused by (i) Customer and/or End-Users modifications to Io.vault or combination of Io.vault with non-Io.finnet products; (ii) Customer and/or End-Users continued use of the infringing software after having been notified of the alleged infringement; (iii) Customer and/or End-Users failure to use modifications to Io.vault supplied by Io.finnet that would have avoided the infringement; or (iv) modifications made to Io.finnet by any person or entity other than Io.finnet.

16.3. Use of the Software
Customer and End-Users agree to defend, indemnify and hold harmless Io.finnet and its affiliates, and each of their respective directors, officers, employees, contractors, agents and suppliers, from any claims, liabilities or damages, and related costs and expenses, arising out of or related to Customer and/or End-Users use of Io.vault that is (a) in breach of the terms and conditions of this Agreement and/or the Documentation, or (b) Applicable Law or (c) any action taken by Io.finnet pursuant to the Customer and/or End-Users oral or written instructions or (d) any other action or omissions from Customer and/or End-Users that result in liability to Io.finnet, provided that (i) Io.finnet cooperates with Customer and/or End-Users reasonable requests for assistance in the defense; and (ii) Customer and/or End-Users control the defense, negotiation and settlement of any such claim; provided, that Customer and/or End-Users shall not settle or compromise any claim that would adversely affect the rights of Io.finnet without the prior written consent of Io.finnet, such consent not to be unreasonably withheld.

17.1.
Any notice given or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if sent by registered mail, courier or email to the Parties at their respective addresses (as set forth in the Agreement for Io.finnet and as communicated by the Customer upon onboarding for the Customer - Please be aware that it is Customer’s and End-User’s responsibility to inform Io.finnet of any changes to these addresses), or to such address as either Party may specify in writing. It being understood that notices involving End-Users shall be communicated to the Customer as the representative of End-Users.


To Io.finnet at:


4208 Six Forks Rd., 10th Floor, Raleigh, NC, 27609, United States of America
Att: Michael Jebsen, Director email: Mike@iofinnet.com
an e-mail copy to: legal@iofinnet.com
or at any other address or email address or to any other addressee as it may have been notified to the other Party in accordance with this Section.

Neither Party shall be liable for any failure or delay in its performance under this Agreement due to causes of force majeure, including without limitation, fires, floods, storms, earthquakes, pandemics, civil disturbances, or labor matters. If a Party is so delayed or prevented from performing its obligations under this Agreement for a period of 30 consecutive days, the other Party shall have the immediate right to terminate this Agreement at the end of such 30 consecutive-day period, without any right of cure on the Party so delayed.

This Agreement contains the entire agreement and understanding of the Parties and shall supersede any prior agreements and understandings of the Parties with respect to the subject matter hereof.

Io.finnet and the Customer (and its End-Users) shall not assign this Agreement to a Third-Party without prior written consent of the other Party. Io.finnet shall have the right to assign this Agreement to its subsidiaries or a parent company. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their assigns as permitted under this Agreement.

Nothing in this Agreement is intended to create a partnership, joint-venture, employment of legal relationship of any kind that would impose liability upon one party for the act or failure to act of the other party, or to authorize either party to act as agent for the other party. Neither party shall have authority to make representations, act in the name of, or on behalf of, or otherwise bind another Party.

The rights and remedies provided by this Agreement may be waived only in writing by any authorized representative in a manner that expressly states that a waiver is intended and such waiver shall only be effective with regard to the specific circumstances referred hereto.

Unless a right or remedy of either party is expressed to be an exclusive right or remedy, the exercise of it by that party is without prejudice to that party’s other rights and remedies. Any failure to exercise or any delay in exercising a right or remedy by either party shall not constitute a waiver of that right or remedy or of any other rights or remedies.


The rights and remedies provided by this Agreement are cumulative and, unless otherwise provided in this Agreement, are not exclusive of any right or remedies provided at law or in equity or otherwise under this Agreement.

In the performance of its duties and obligations under this Agreement, each of the Parties shall at all times comply with all applicable laws. If any clause or provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby. All other clauses or provisions of this Agreement, not found invalid or unenforceable shall be and remain valid and enforceable

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Delaware without giving effect to its rules relating to conflict of laws. Each Party agrees to submit to the exclusive jurisdiction of the Delaware courts (other than in respect of enforcement in which case the Delaware courts shall have non-exclusive jurisdiction)