Platform User Agreement
This VAULTINUM Platform User Agreement ("Agreement") is made by and between VAULTINUM a Swiss “société à responsabilité limitée” (SARL), identified under BID number CHE-225.897.477, having its principal place of business located at route de Pré-Bois 29, 1215 Meyrin – SWITZERLAND ("VAULTINUM") and you (the "Client," “User” or “you”) upon the following terms and conditions:
Your access of the VAULTINUM Platform (defined below) and use of the services, including content, data, analytics, reports, components, products, support, developments, implementations, and related materials, delivered to the Client, provided via the VAULTINUM Platform or through another media, such as email or cloud services depending on the product or service (collectively, the “Services”) constitutes your consent to enter into and be legally bound by this Agreement, the documents referenced herein, VAULTINUM’s posted rules and policies, and to make transactions electronically.
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOUR AGREEMENT SHALL BE DEEMED RENEWED EACH TIME YOU ACCESS AND USE THE VAULTINUM PLATFORM AND SERVICES PROVIDED THERETHROUGH. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY, WHERE APPLICABLE, FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL TRANSACTIONS YOU ENTER INTO ON THE VAULTINUM PLATFORM AND ALL USE OF THE SERVICES, INCLUDING NOTICES OF CANCELLATION, SERVICES, POLICIES, CONTRACTS, AND DATA.
In order to access and use the VAULTINUM Platform and Services you may be required to have certain hardware and software, which are your sole responsibility.
1. Purpose. VAULTINUM provides an Internet Platform (the “VAULTINUM Platform”) to permit Client to access and, where applicable and at Client’s option, use the Services.
2. Payment Terms. Access to the VAULTINUM Platform itself is free. However, a fee may be charged for Services accessed through the VAULTINUM Platform (“Fee”), and Client shall at its sole discretion decide whether to subscribe to any Services. If Client subscribes to any Services for which a fee is charged, Client agrees to pay all such fees and all taxes related thereto.
3. VAULTINUM Platform Availability. VAULTINUM will use reasonable efforts to provide 24 hour daily availability of the VAULTINUM Platform. However, VAULTINUM makes no representation or warranty that the Services will be available on a 24 hour basis. You agree and acknowledge that the VAULTINUM Platform will, at times, be unavailable due to regularly scheduled maintenance, service upgrades or other mechanical or electronic failures.
4. VAULTINUM Platform Content Availability. VAULTINUM reserves the right to change or discontinue the VAULTINUM Platform and the Services including Data (defined below), in its sole discretion without notice, liability or refund.
5. Use of VAULTINUM Platform, Services and Content. You are granted a nonexclusive, nontransferable, revocable, limited license to access and use the VAULTINUM Platform, and the Services solely as provided in this Agreement. Any other use of the VAULTINUM Platform or Services is a violation of this Agreement and may constitute one or more instances of copyright infringement. VAULTINUM reserves the right to modify this Agreement at any time. Your use of the VAULTINUM Platform and Services may be controlled and monitored by VAULTINUM for compliance purposes, and VAULTINUM reserves the right to enforce this Agreement without notice to you. You acknowledge that, because some aspects of the Platform and Services entail the ongoing involvement of VAULTINUM, if VAULTINUM changes any part of or discontinues the VAULTINUM Platform, which VAULTINUM may do at its election, you may not be able to use the VAULTINUM Platform and Services to the same extent as prior to such change or discontinuation, and that VAULTINUM shall have no liability to you in such case.
6. Third Party Content. Certain content and services available via the VAULTINUM Platform and Services may include services, content, data, and applications from third parties (“Data”). VAULTINUM may also provide links to third-party websites as a convenience to you. You agree that VAULTINUM is not responsible for the content or accuracy of Data or any services provided by third parties, and VAULTINUM does not warrant and will not have any liability or responsibility for any Data including for any materials, data, content, products, or services of third parties. You agree that you will not use any Data in a manner that would infringe or violate the rights of any other party and that VAULTINUM is not in any way responsible for any such use by you.
7. Restrictions on Use. Violations of this Agreement or of our system or network security may result in revocation of your right to access the VAULTINUM Platform and/or Services, a permanent ban from doing so and civil or criminal liability. Except as otherwise expressly permitted:
(i) You shall only be authorized to use the VAULTINUM Platform and Services only for internal business use.
(ii) You shall not use any system, device or program to (A) acquire, copy or monitor any portion of the VAULTINUM Platform, Services, Data or any content thereof, or (B) interfere or attempt to interfere with or disrupt the VAULTINUM Platform, Services or Data.
(iii) You shall not attempt to gain unauthorized access to the VAULTINUM Platform, Services or Data or any Accounts related thereto.
(iv) You shall not test, probe the vulnerability of, or attempt to trace or obtain any information on other users, data or information transmitted through the VAULTINUM Platform.
(v) You shall not use the VAULTINUM Platform for any unlawful or prohibited purpose.
(vi) You shall not, directly or indirectly, make any misrepresentation while accessing or using the VAULTINUM Platform.
(vii) You shall not, and shall not encourage or assist another to, violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the VAULTINUM Platform, Services or Data for any reason.
(viii) You shall not access the Services by any means other than through the VAULTINUM Platform.
(ix) You shall not access or attempt to access an Account that you are not authorized to access.
(x) You shall not modify the VAULTINUM Platform in any manner or form, or use modified versions of the VAULTINUM Platform for any purpose, including obtaining unauthorized access to the Services.
(xi) You shall not modify, rent, lease, loan, sell, distribute, or create derivative works based on the VAULTINUM Platform and Services in any manner, and you shall not exploit the VAULTINUM Platform and Services in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
(xii) You shall not use the VAULTINUM Platform to damage, disable, or overburden VAULTINUM's servers or network or impair the VAULTINUM Platform or interfere with any other party's use of the VAULTINUM Platform.
(xiii) Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is prohibited.
8. Intellectual Property.
You agree that the VAULTINUM Platform and Services, including but not limited to Data and the scripts and software used to implement the VAULTINUM Platform and Services, contain proprietary information and material that is owned by VAULTINUM and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, trademark, patent, and other laws of the Switzerland, other countries and international treaties. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the VAULTINUM Platform and Services in compliance with this Agreement and any agreement that you may enter to access and use Data. No portion of the VAULTINUM Platform or Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement. Notwithstanding any other provision of this Agreement, VAULTINUM, its licensors and third-party owners of Data reserve the right to change, suspend, remove, or disable access to the VAULTINUM Platform, the Services and/or VAULTINUM content, or other materials comprising a part of the VAULTINUM Platform or Services at any time without notice. In no event will VAULTINUM be liable for making these changes. VAULTINUM may also impose limits on the use of or access to certain features or portions of the Services, in any case without notice or liability. All copyrights in and to the VAULTINUM Platform and Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by VAULTINUM and/or its licensors and Data owners, who reserve all their rights in law and equity. THE USE OF THE VAULTINUM PLATFORM OR ANY PART OF THE SERVICES, EXCEPT FOR USE AS PERMITTED IN THIS AGREEMENT AND IN AGREEMENTS FOR DATA, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES. Trademarks, service marks, graphics, and logos used in connection with the VAULTINUM Platform and Services are trademarks or registered trademarks of VAULTINUM and its licensors. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. Except as otherwise expressly provided in an agreement, you are granted no right or license with respect to any of the aforesaid trademarks or any use of such trademarks. If User provides VAULTINUM feedback about the Services, then VAULTINUM may use that information without obligation to User, and User irrevocably assigns to User all right, title, and interest in that feedback.
9. Supported Browser. The VAULTINUM Platform is accessible using the most common internet browsers, except for old versions of such browsers. Should your browser not be supported, VAULTINUM shall advise you and indicate alternatives. VAULTINUM has no obligation to support any particular browser or any particular browser version.
10. Security. VAULTINUM will use its best efforts to make the VAULTINUM Platform secure from unauthorized access. The VAULTINUM Platform will require industry standard 128 bit encryption on all communications between the Client's end user device and the VAULTINUM Platform server. The VAULTINUM Platform server operating system and applications software will be updated and virus-scanned regularly. However, Client recognizes that no completely secure system or electronic data storage transfer has yet been devised. VAULTINUM makes no warranty, express or implied, regarding the efficacy of the security of the VAULTINUM Platform and shall never be liable for any claimed direct, actual, indirect, incidental or consequential damages arising from any breach or alleged breach of security of the VAULTINUM Platform.
11. Login Accounts and Their Security. Before you can access the VAULTINUM Platform you will need to create an account with VAULTINUM (“Account”). VAULTINUM will set up individual login accounts (Client users) for those who request access to the VAULTINUM Platform. An email shall be sent to Client enabling it to create a Client password. You will be required to agree to the terms and conditions of this Agreement when setting up your Account. You may not create your password or set up your Account if you do not agree to these terms and conditions. In order to maintain security, Client agrees to designate a single individual (if a business, must be owner or officer of Client) as the authorized person to contact VAULTINUM to request employee (user) logins. Client shall be responsible for Accounts including login accounts and for the actions and omissions of any and all of its users on the VAULTINUM Platform. All logins will be transmitted by email to users. Additional user requests must be in writing from the initial designee.
12. Termination of Login Account. Client agrees to notify VAULTINUM's Platform administrator via email at support@Vaultinum.com immediately when an individual login account is to be terminated. VAULTINUM will make every effort to terminate access immediately. However, Client cannot be assured that access has been terminated until they receive an email confirmation of termination.
13. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION. VAULTINUM DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE VAULTINUM PLATFORM AND SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME VAULTINUM MAY REMOVE ANY OR ALL SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE VAULTINUM PLATFORM AND SERVICES OR ANY PART THEREOF AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE VAULTINUM PLATFORM AND SERVICES, INCLUDING DATA IS AT YOUR SOLE RISK. THE VAULTINUM PLATFORM AND SERVICES AND ALL PRODUCTS AND DATA DELIVERED TO YOU OR ACCESSED BY YOU THROUGH THE VAULTINUM PLATFORM AND SERVICES ARE (EXCEPT AS EXPRESSLY STATED OTHERWISE BY VAULTINUM) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. CLIENT ACKNOWLEDGES THAT VAULTINUM OBTAINS RAW DATA FROM A VARIETY OF THIRD PARTIES AND THAT SUCH THIRD PARTIES MAKE NO REPRESENTATIONS AND WARRANTIES IN RELATION TO THE ACCURACY OR COMPLETENESS, OR AVAILABILITY OF SUCH DATA. VAULTINUM DOES NOT WARRANT THAT THE DATA THAT IT OBTAINS FROM THIRD PARTIES IS ACCURATE AND COMPLETE OR THAT SUCH THIRD PARTIES WILL CONTINUE TO PROVIDE DATA TO VAULTINUM.
IN NO CASE SHALL VAULTINUM, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE VAULTINUM PLATFORM OR SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE VAULTINUM PLATFORM OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF, OR INABILITY TO USE, ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VAULTINUM PLATFORM OR SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, VAULTINUM'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
YOU AND VAULTINUM AGREE THAT, UNLESS PROHIBITED BY LAW, ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE ARISING HEREUNDER WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT, UNLESS PROHIBITED BY LAW, NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF VAULTINUM AND ALL PARTIES TO ANY SUCH PROCEEDING.
VAULTINUM SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE VAULTINUM PLATFORM AND SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND VAULTINUM HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY, UNLESS PROHIBITED BY LAW.
VAULTINUM DOES NOT REPRESENT OR GUARANTEE THAT THE VAULTINUM PLATFORM OR SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND VAULTINUM DISCLAIMS ALL LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT, DATA OR INFORMATION ACCESSED OR OBTAINED USING THE VAULTINUM PLATFORM AND SERVICES.
14. WAIVER AND INDEMNITY. BY USING THE VAULTINUM PLATFORM AND SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD VAULTINUM, ITS PRESENT AND FUTURE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR ACCESS OR USE OF THE VAULTINUM PLATFORM, DATA AND/OR SERVICES, AND ANY ACTION TAKEN BY VAULTINUM AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM VAULTINUM OR ITS PRESENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE VAULTINUM PLATFORM, DATA, AND/OR SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF VAULTINUM'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
15. Dispute Resolution. This Agreement shall be construed and enforced exclusively in accordance with the internal law of the Geneva, Switzerland without giving effect to its principles of conflicts of law. Except for disputes solely relating to the failure to pay Fees by Client, any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one; The seat of the arbitration shall be Geneva; The arbitral proceedings shall be conducted in English. Within 15 days from receipt of the Notice of Arbitration, the Respondent shall submit to the Secretariat an Answer to the Notice of Arbitration together, in principle, with any counterclaim or set-off defence. The time-limit with respect to the designation of an arbitrator shall be 15 days. If the circumstances so justify, the Court may extend or shorten the above time-limits. The Expedited Procedure shall apply and the dispute shall be decided on the basis of documentary evidence only. Notwithstanding the above, the parties may agree at any time to submit the dispute to mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers' Arbitration Institution. VAULTINUM shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of VAULTINUM, such action is necessary or desirable. 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.
16. Term and Termination. This Agreement and the Services contemplated by it may be terminated by either VAULTINUM or Client with or without cause and with or without notice at any time; provided, however, that the warranty disclaimer and limitation on liability in Section 13 and the dispute resolution provision in Section 15 shall survive any termination. If you fail, or VAULTINUM suspects that you have failed, to comply with any of the provisions of this Agreement, VAULTINUM, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the VAULTINUM Platform and Services (or any part thereof).
17. Unilateral Rights. VAULTINUM reserves the right to modify, suspend, or discontinue the VAULTINUM Platform and Services (or any part or content thereof) at any time with or without notice to you, and VAULTINUM will not be liable to You or to any third party should it exercise such rights.
18. Confidentiality. By virtue of this Agreement, the parties may have access to information that is confidential to the other. Neither party shall use or disclose any Confidential Information (defined below) of the other party for any purpose outside the scope of this Agreement, except with the other party's prior consent. Each party shall protect the other party's Confidential Information in a manner similar to its own Confidential Information of like nature (but in no event using less than reasonable care). In the event of an actual or threatened breach of a party's confidentiality obligations, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief, it being specifically acknowledged by the breaching party that other remedies may be inadequate.
“Confidential Information” means all proprietary or confidential material or information disclosed orally or in writing by the disclosing party to the receiving party, that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure; provided, that Confidential Information shall not include any information or material that: (i) was or becomes generally known to the public without the receiving party's breach of any obligation owed to the disclosing party; (ii) was or subsequently is independently developed by the receiving party without reference to Confidential Information of the disclosing party; (iii) was or subsequently is received from a third party who obtained and disclosed such Confidential Information without breach of any obligation owed to the disclosing party; or (iv) is required by law to be disclosed (in which case the receiving party shall give the disclosing party reasonable prior notice of such compelled disclosure and reasonable assistance, at disclosing party's expense, should disclosing party wish to contest the disclosure or seek a protective order).
19. Miscellaneous. VAULTINUM shall have the right to list Client trademarks, service marks and trade names or to otherwise refer to Client in any marketing, promotional or advertising materials or activities in connection to the VAULTINUM Platform. VAULTINUM shall be able to issue a press release on the fact that it is providing Services to Client. Neither party shall be liable, nor shall any credit allowance or other remedy be extended, for any performance that is prevented or hindered due to a force majeure event, including acts of god, government, terrorism and other conditions beyond the reasonable control of the applicable party; provided that lack of funds shall not excuse Client’s obligation to pay all fees when due. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions hereof, and the institution declaring the portion of this Agreement invalid shall be authorized to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by VAULTINUM. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Client may not assign this Agreement or any rights herein without the prior, written consent of VAULTINUM. Unless otherwise indicated and except for access and use of the VAULTINUM Platform notices which can be communicated by email, all notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party hereto as set forth below and shall either be (a) personally delivered; (b) sent via postage prepaid certified mail, return receipt requested; (c) sent by nationally-recognized private express courier or (d) sent via fax or email provided that a confirmation copy is sent via one of the other methods described herein. Notices shall be deemed to have been given on the date of receipt if personally delivered or via fax/email, or two (2) days after deposit via certified mail or express courier. Either party may change its address for purposes hereof by written notice to the other in accordance with the provision of this section. The addresses for the Parties shall be for Client the address provided in the Account or any registered address and for VAULTINUM as indicated above. VAULTINUM and Client acknowledge that neither is an agent or employee of the other, and that neither has any authority to bind the other to any agreement or obligation. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous and contemporaneous negotiations, proposals and communications between the parties with respect thereto. No statement or representation that is not incorporated herein has been relied upon by a party in agreeing to enter into this Agreement. Any provisions, terms or conditions of Client's purchase order(s) or other documents which are, in any way, inconsistent with or in addition to, the terms and conditions herein, shall not be binding upon VAULTINUM and shall have no applicability hereunder. The terms of this Agreement may not be waived, amended or supplemented except in writing executed by VAULTINUM. VAULTINUM and Client expressly agree that there shall be no third party beneficiaries to this Agreement.