Terms of Use

Welcome to DiamondDox

The Basics

These terms of service (these “Terms”) cover your use and access to the software, services and websites (“Services”) provided by DiamondDox Ltd. (“DiamondDox”, “we”, “us” or “our”).  Our Privacy Policy explains how we collect, protect and use your information.  By registering or using our Services, you agree to be bound by these Terms and our Acceptable Use Policy, and to review our Privacy Policy.  If you violate either our Terms of Service or Acceptable Use Policies we reserve the right to suspend or terminate your account. If you are using our Services for an organization, you agree to these Terms on behalf of that organization and promise DiamondDox that you have the authority to bind that organization to these Terms (in which case “you” and “your” will refer to that organization.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE DO NOT REGISTER AND DO NOT USE THE SERVICES.  Should you have any questions concerning this Agreement contact: legalservice@diamonddox.com.

Changes to these Terms

We reserve the right to revise these Terms from time to time.  We will date and post the most current version of these Terms on our website (the “Site”) and through our software (“Software”).  Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If, in our sole discretion, we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via our Site and Software. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you do not agree to any of the changes, we are not obligated to keep providing the Service, and you must terminate your account and stop using the Service.

Eligibility

In order to use DiamondDox, you must:

  1. be at least eighteen (18) years old and able to enter into contracts;
  2. complete the registration process;
  3. agree to the Terms; and
  4. provide true, complete, and up to date contact information.

By using DiamondDox, you represent and warrant that you meet all the requirements listed above, and that you won’t use DiamondDox in a way that violates any laws or regulations. DiamondDox may refuse service, close accounts of any users, and change eligibility requirements at any time.

Classifying & Sharing Your Legacy

Our Service actively assists you in classifying the Digital Assets you archive in your account.  Based on the nature of these Digital Assets we make recommendations on how to categorise them.  Although our Service makes recommendations, ultimately it is your responsibility to determine the nature of the items in Your Legacy and how best to classify and identify them.  We are not responsible in the event that you classify an item in Your Legacy incorrectly.

Based on how you classify this data we make recommendations regarding with whom you should share items in Your Legacy and when you should share them.  We give you the ability to change our recommendations so that you have full control regarding with whom when you share them.  Your choices, particularly as they pertain to Legal Documents (e.g. Will, Trust, Will & Last Testament, Healthcare Directive, Power of Attorney, etc.), may result in unintended behaviour if your choices do not match the roles of each person assigned in these documents.  If the shared persons do not match what is designated in these Legal Documents it is your responsibility and you agree not to hold us responsible.

Your Responsibilities

You’re responsible for your conduct when using our Service.  You and the Digital Assets you place in Your Legacy must comply with our Acceptable Use Policy.  Digital Assets in the Services may be protected by others’ intellectual property rights.  Do not copy, upload, download or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We are not responsible for the content people post and share via the Services.

Please safeguard your password to the Services, make sure that others don’t have access to it, and keep your account information current.

As part of our Service we provide you information regarding how you might improve the security and protection of Your Legacy.  It is your responsibility to decide and act on our recommendations and, as a consequence, make the proper decisions on how best to protect Your Legacy from unauthorised persons.

You must immediately notify us (via email at legalservice@diamonddox.com) in writing of any unauthorized use of: (a) any Digital Asset in Your Legacy (b) any Digital Asset stored in the account of another DiamondDox user; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide us with such cooperation and assistance related to any such unauthorized use as we may reasonably request.

Your Intellectual Property

When you use our Services, you provide us with “Digital Assets” – documents, photographs, images, videos, audio recordings, files, personal information, contacts and other data – that when taken together constitute your legacy (“Your Legacy”).  Your Legacy is yours along with all its Digital Assets.  Except for material that we license to you, we do not claim ownership of any Digital Asset in Your Legacy.  These Terms do not give us any intellectual property rights to Your Legacy except for the limited rights that enable us to offer you the Services.

We need your permission to archive, replicate, secure, encrypt, decrypt and share your Digital Assets to comply with your requests.  You give us permission to do those things, and this permission extends to trusted third parties we work with.

Moreover, you agree that you have the intellectual property rights to the Digital Assets constituting Your Legacy you have archived on our Service.  We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.  Our designated agent for notice of alleged copyright infringement on the Services is:

Copyright Agent

DiamondDox, Ltd.

Nachmani 22, Tel Aviv, Israel

legalservice@diamonddox.com

Our Intellectual Property

The Services are protected by copyright, trademark, patents and other US and foreign laws.  This protection includes white papers, blogs, product descriptions, graphics, videos, etc. that are integrated into our Service.  These Terms do not grant you any right, title or interest in the Services, DiamondDox trademarks, patents, copyrights or service marks. All rights not explicitly granted to you are reserved by us.  In the event that you provide comments, suggestions and recommendations to us with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.

Software

Some of our Services allow you to download Software which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use our Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Our Software is licensed, not sold. The Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

The Software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Software or Service without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy- guidance/lists-of-parties-ofconcern. You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

Service & Updates

The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States.  We reserve the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least thirty days notice of any such changes in the processing location.

We reserve the right, at our sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time.  We may add or remove functionalities or features, and We may suspend or stop a Service altogether.

Fees & Payments

Free Service

If you do not archive Digital Assets with our Service it is free of charge.

Paid Service

If you archive any Digital Assets with our Service you are obligated to pay (“Fees”) for our service.  However, under certain circumstances we temporarily waive these Fees: 1) during our initial Beta Trial period, 2) for your initial thirty day free trial or 3) if you participate in future testing of new releases of our Software. we have offered After the end of our initial free trial period you will have the opportunity to either pay the Fees or to terminate your account.

Fees for our paid service will be posted on our web site and will be updated thirty days in advance of changes to the Fees.  The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements).  You will pay the Fees in the currency DiamondDox quoted for your account. We reserve the right to change the quoted currency at any time.  We will notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service.  If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time.  After the offer period ends, your use of the Service will be charged at the thencurrent price.

You will be notified at least thirty days in advance of when your account is due for renewal and the prevailing fees due.  If you elected the auto-renewal option on your account the Fees applicable to renewing your account will be automatically applied to your credit card account and you will receive a receipt by email.  If you did not select the auto-renewal option you will be asked to pay for the Fees due for renewing your account.  You may also choose to Terminate your account.

Privacy

In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information as described in our Privacy Policy.  You agree to read our Privacy Policy.  You further acknowledge and agree that we may access or disclose information about you, including your Digital Assets, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of DiamondDox or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms.

Account Termination

You are free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. We may suspend or terminate your use of the Services if you are not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others’ use of the Services.  We will, of course, provide you with notice via the email address associated with your account before we do so.

Should you decide to stop using our Service or should we terminate your account because of non-compliance with these Terms your account will be frozen, after notification and affording you an opportunity for redress.  If your account becomes delinquent, i.e. payments are not current, your account will be frozen until you bring the account current by making up for back payments.  Freezing your account means that you are not able to archive, view, download, share or access Digital Assets in Your Legacy stored on our Service.

Disclaimers of Warranties

DIAMONDDOX PROVIDES THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIAMONDDOX MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR- FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DIAMONDDOX, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF DIAMONDDOX HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DIAMONDDOX AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS,  SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

Other Legal

Indemnity

You agree to indemnify and hold us harmless from any losses (including attorney fees) that result from any claims you make that aren’t permitted under these Terms due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password behaved in a way that, if true, would violate any of these Terms.

Disclaimers

We are not responsible for the behaviour of any linked websites or other users of our Service.

Equitable Relief

If you breach any of your obligations under these Terms, then we may seek injunctive or other equitable relief.

Subpoena Fees

If we are required to provide information in response to a subpoena related to your account, then we may charge you for our costs for complying with that subpoena.

Fine Print

Controlling Law

These Terms will be governed by California law except for its conflicts of laws principles.

Force Majeure

We will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third party internet service providers.

Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Your Intellectual Property, our Intellectual Property, Limitation of Liability, Disclaimers of Warranties, Indemnity, Controlling Law, Severability, and Entire Agreement.

Entire Agreement

These Terms constitute the entire agreement between you and DiamondDox with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms.  These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment

DiamondDox’s failure to enforce a provision is not a waiver of its right to do so later.  If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.  You may not assign any of your rights under these Terms, and any such attempt will be void.  DiamondDox may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Claims

Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.

Modifications

We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

Independent Contractors, No third-party beneficiaries

DiamondDox and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.