Terms and conditions Article 1 Applicability These terms and conditions apply to the use of the Platform by User. User must agree to these terms and conditions prior to any use of the Platform. Any use of the Platform by User implies acceptance by User of these terms and conditions without any proviso. Article 2 Definitions Authorizing Party: means the licensor who has a license to use the Platform from Virtual Vaults Nederland B.V. (further: Virtual Vaults) and who has authorized User to access a certain Vault. Content: means the electronic files, including correspondence, agreements, schedules and charts, word processing, spreadsheet and image documents selected by or on behalf of Authorizing Party included on the Platform. Platform: is Virtual Vaults’ proprietary document repository internet website commonly known as Virtual Vaults, which includes all software that enables User to access the Content, and includes all updates, modifications, enhancements and upgrades. Vault: Separated part of the Platform, either called work vault or project vault, where Content can be uploaded, and to which User has been granted a right of access. User: is any individual, who is authorized by Authorizing Party, to access a certain Vault. User ID: is a unique username and password combination that has been given by the Authorizing Party to User. Article 3 Right of use 3.1 User has the right to access and use the Platform under the conditions set out in these terms and conditions. Authorizing Party will provide User a- User ID. User may only use the Platform for the specific purpose for which he has been granted access to Content in a specific Vault. User may only see, print or download Content if this the relevant rights for this functionality are granted to User. The right of User to access and use the Platform is non-exclusive and may not be transferred, pledged or sublicensed. 3.2 The right of User to access and use the Platform is limited to the duration as indicated by the Authorizing party or to the duration of the project for which the Vault has been set up. The right of use may be withdrawn at any time and without any warning. 3.3 User shall at all times act take due care and shall not act tortuously against any third party, in particular by respecting the intellectual property rights of third parties, respecting the privacy of third parties, not distribute Content or other data contrary to the law or the purpose of the Vault, not providing unauthorized access to the Platform, not spread viruses or other malicious programs or data on the Platform and refraining from crimes and violation of any other statutory or contractual obligation. Use of the Platform may not be in conflict with these terms and conditions, any law and morality. 3.4 The Platform is made available to User ‘as is’. Virtual Vaults does not guarantee that the Platform is free of errors or functions without interruption. Virtual Vaults may change functionality or scope of the Platform at its own discretion. Virtual Vaults endeavors to ensure proper functioning of the Platform. 3.5 Virtual vaults may, at any time, deny User access to the Platform without any prior notice in case of a breach or threatened breach of any provision of these terms and conditions by User, without being liable in any way. Article 4 Content Platform 4.1 Virtual Vaults bears no responsibility for the Content placed in a Vault. User is responsible for its use or interpretation of the Content on the Platform. 4.2 Virtual Vaults is not liable for any loss, destruction or corruption of Content and is not responsible for the recovery of corrupted or lost Content. 4.3 Virtual Vault bears no responsibility for incorrect and/or negligent use of the Platform by User or any third party. 4.4 Virtual Vaults always has the right to take measures including, but not limited to, removal of Content in order to avoid or limit liability to third parties or otherwise. 4.5 If a problem arises with respect to the Content, User shall, carry out any request by Virtual Vaults or the Authorizing Party in order to solve the problem. 4.6 User shall report any problem that arises with respect to the Platform or Content immediately to Virtual Vaults or the Authorizing Party. 4.7 User shall inform Virtual Vaults or Authorizing Party immediately in writing of any issue related to the use of the Content or if he receives a complaint or claim which may limit the use of the Content. 4.8 User shall use up-to-date systems and infrastructure when accessing the Platform. Article 5 Security 5.1 User shall adequately secure its systems and infrastructure and shall always have up to date anti-virus software protection at all times. User shall take all appropriate technical and organizational measures to protect the Content from the Platform against loss or unlawful access and processing. 5.2 User shall not remove or circumvent any technical provisions that are designed to protect the Platform, or have such technical measures removed or circumvented. On request, User shall promptly cooperate in any investigation by or on behalf of Virtual Vaults, on the compliance by User with the provisions of these terms and conditions. Article 6 Privacy 6.1 Virtual Vaults hereby informs Users that all actions and uses a User makes of the Platform and within Vaults are (automatically) recorded and logged by Virtual Vaults. Virtual Vaults uses this information to improve the service, and also reports this usage information to the Authorizing Party as part of its service. Authorizing Party and Virtual Vaults may use this information to prove whether certain information was reviewed, stored or printed by a User. Contact details may be used to provide Users with information on Virtual Vault’s services. User can contact Virtual Vaults via the following e-mail address support@virtualvaults.com for further information on this processing of information and to exercise their right of access to their personal data. Article 7 Confidentiality 7.1 User ID’s provided to User are confidential and will be treated as such by User. User is liable for any damage resulting from a breach of this obligation. User is also liable for all damage resulting from any other breach of any security- and confidentiality obligation mentioned in these terms and conditions. 7.2 After receiving User ID’s from Authorizing Party, User is liable for all damaged resulting from loss, theft and embezzlement of these user ID’s. Virtual Vaults is entitled to change the assigned User ID’s. 7.3 The Platform, each Vault, the User ID’s and all Content are always strictly confidential. User is obliged to keep all such confidential information, to which access was granted to him in connection with the use of the Platform, strictly confidential. This confidentiality obligation does not apply to User insofar if he is obliged to disclose the confidential information, such as Content, pursuant to a court order or a statutory regulation and insofar as User cannot rely on any legal professional privilege. Article 8 Provision of Platform 8.1 Virtual Vaults may temporarily put all or part of the Platform out of operation or block access to Content for preventive, corrective or adaptive maintenance or other forms of service, as agreed upon with the Authorizing Party. 8.2 Virtual Vaults does not guarantee that the Platform is free of errors and functions without interruptions. Virtual Vaults does not guarantee that the Platform shall be adapted to changes in relevant legislation and regulations. Article 9 Helpdesk Support 9.1 User is entitled to contact the Virtual Vaults’ helpdesk with questions about the Platform and support regarding the use of the Platform. User can reach the helpdesk of Virtual Vaults 7 days a week and 24 hours a day. 9.2 Virtual Vaults does not guarantee the accuracy, completeness or timeliness of replies by the Virtual Vaults helpdesk. Article 10 Intellectual property rights 10.1All intellectual property rights to the Platform are held exclusively by Virtual Vaults, its licensors or its suppliers. 10.2All intellectual property rights to the Content made available to User through the Platform are held by Authorizing party, its licensors or third parties. 10.3User only obtains the rights of use explicitly granted to User in these terms and conditions. Virtual Vaults reserves all rights not expressly granted under these terms and conditions. User shall comply with all the restrictions with regard to his right of use to the Platform and the Content. 10.4User is not allowed to remove or modify any designation regarding the confidential nature of, or concerning the copyright, brands, trademarks, trade names or any other intellectual property right pertaining to the Platform or the Content, or have such designation removed or changed. Article 11 Liability 11.1 Any liability of Virtual Vaults due to an attributable failure in the performance of these terms and conditions or on any legal basis whatsoever, expressly including each and every failure to fulfil a warranty obligation agreed upon with User, shall be limited to compensation for direct loss up to a maximum of € 5.000. 11.2Virtual Vaults total liability for loss due to death or bodily injury or as a result of material damage to items shall never amount to more than € 1.250.000. 11.3 Virtual Vaults liability for indirect loss, consequential loss, loss of profits, lost savings, reduced goodwill, loss as a result of business interruption and loss as a result of claims of customers of User is excluded. 11.4 The exclusion and limitations of Virtual Vaults liability described in this article are entirely without prejudice to the other exclusions and limitations of Virtual Vaults liability described in these terms and conditions. 11.5 The exclusions and limitations of Virtual Vaults liability referred to in these terms and conditions shall cease to apply if and insofar as the loss is a results of deliberate intent or recklessness on the part of the management of Virtual Vault. Article 12 Applicable law and disputes 12.1These terms and conditions are governed by Dutch law. 12.2 Disputes between User and Virtual Vaults that relate to these terms and conditions and the use of the Platform by User, will be submitted to the competent court in Rotterdam.