[{"data":1,"prerenderedAt":331},["ShallowReactive",2],{"legal-terms-conditions":3},{"id":4,"title":5,"body":6,"description":15,"extension":323,"meta":324,"navigation":325,"path":326,"seo":327,"stem":328,"updated":329,"__hash__":330},"legal\u002Flegal\u002Fterms-conditions.md","Terms & Conditions",{"type":7,"value":8,"toc":303},"minimark",[9,16,24,27,30,35,57,61,64,67,71,85,89,100,104,119,123,137,141,152,156,159,163,166,180,184,198,202,205,216,220,223,226,230,241,245,253,268,272,286,290,293],[10,11,12],"p",{},[13,14,15],"em",{},"Last Updated: June 18, 2026",[10,17,18,19,23],{},"These Terms and Conditions (\"Terms\") constitute a legally binding agreement between you (\"you,\" \"your,\" \"Client,\" \"Depositor,\" or \"Beneficiary\") and ",[20,21,22],"strong",{},"SoftVault",", a provider of software escrow and continuity services (\"SoftVault,\" \"we,\" \"us,\" or \"our\").",[10,25,26],{},"By accessing or using our website, platform, or any of our services—including Software Escrow, SaaS Escrow, Continuity Escrow, Software Backup, and related resilience solutions—you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.",[10,28,29],{},"We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last Updated” date. Your continued use of the services after such changes constitutes your acceptance of the revised Terms.",[31,32,34],"h2",{"id":33},"_1-definitions","1. Definitions",[36,37,38,45,51],"ul",{},[39,40,41,44],"li",{},[20,42,43],{},"Escrow Materials",": Source code, binaries, documentation, databases, configurations, credentials, deployment scripts, third-party dependencies, and any other intellectual property or data deposited with us.",[39,46,47,50],{},[20,48,49],{},"Escrow Agreement",": The separate tri-party or bi-party legal agreement executed between the Depositor, Beneficiary, and SoftVault that governs the specific terms of each escrow arrangement.",[39,52,53,56],{},[20,54,55],{},"Trigger Event",": Conditions defined in the Escrow Agreement that authorize the release of Escrow Materials (e.g., bankruptcy, insolvency, material breach, discontinuation of support).",[31,58,60],{"id":59},"_2-our-services","2. Our Services",[10,62,63],{},"SoftVault provides secure, independent third-party escrow, verification, storage, and continuity services designed to protect business-critical software and data. Our services help mitigate vendor risk, ensure business continuity, and support regulatory compliance.",[10,65,66],{},"All services are delivered in accordance with the specific Escrow Agreement(s) executed by the parties. We act strictly as a neutral escrow agent and do not assume ownership or responsibility for the functionality, quality, or performance of any Escrow Materials.",[31,68,70],{"id":69},"_3-account-registration-and-security","3. Account Registration and Security",[36,72,73,76,79,82],{},[39,74,75],{},"You must create an account to use certain services and must provide accurate, current, and complete information.",[39,77,78],{},"You are solely responsible for all activities conducted under your account and for maintaining the confidentiality of your login credentials.",[39,80,81],{},"You must notify us immediately of any unauthorized use of your account.",[39,83,84],{},"We reserve the right to suspend or terminate accounts that violate these Terms.",[31,86,88],{"id":87},"_4-escrow-deposits-and-verification","4. Escrow Deposits and Verification",[36,90,91,94,97],{},[39,92,93],{},"Depositors are responsible for ensuring that all deposited materials are complete, accurate, and up-to-date.",[39,95,96],{},"We perform technical verification services (automated and\u002For manual) as outlined in your agreement. However, we do not guarantee that deposited materials are error-free or fully functional.",[39,98,99],{},"You grant SoftVault a limited, revocable, non-exclusive, royalty-free license to store, copy, analyze, and verify the Escrow Materials solely for the purpose of providing the services and fulfilling our obligations under the Escrow Agreement.",[31,101,103],{"id":102},"_5-release-of-escrow-materials","5. Release of Escrow Materials",[36,105,106,113,116],{},[39,107,108,109,112],{},"Escrow Materials will be released ",[20,110,111],{},"only"," upon verification of a valid Trigger Event as defined in the applicable Escrow Agreement.",[39,114,115],{},"Upon release, the Beneficiary receives the materials in the form and format available at the time of release.",[39,117,118],{},"We will make commercially reasonable efforts to facilitate a timely release and provide reasonable support during the transition process, subject to the terms of the Escrow Agreement.",[31,120,122],{"id":121},"_6-fees-and-payment-terms","6. Fees and Payment Terms",[36,124,125,128,131,134],{},[39,126,127],{},"All fees are set forth in your Service Agreement, Order Form, or Pricing Schedule.",[39,129,130],{},"Fees are non-refundable except as expressly provided in writing.",[39,132,133],{},"Payments are due as specified. Late payments may accrue interest at the rate of 1.5% per month (or the maximum allowed by law).",[39,135,136],{},"We may suspend services for non-payment after providing notice.",[31,138,140],{"id":139},"_7-intellectual-property-rights","7. Intellectual Property Rights",[36,142,143,146,149],{},[39,144,145],{},"All platform technology, tools, documentation, and materials provided by SoftVault remain the exclusive property of SoftVault or its licensors.",[39,147,148],{},"Deposited Escrow Materials remain the property of the Depositor (or rightful owner) and are not transferred to SoftVault.",[39,150,151],{},"You retain all rights in your own data and intellectual property.",[31,153,155],{"id":154},"_8-confidentiality-and-data-protection","8. Confidentiality and Data Protection",[10,157,158],{},"We maintain strict confidentiality of all Escrow Materials and personal data in accordance with our Privacy Policy and the specific terms of your Escrow Agreement. We implement industry-leading security measures, including encryption, access controls, and regular audits.",[31,160,162],{"id":161},"_9-acceptable-use-and-prohibited-conduct","9. Acceptable Use and Prohibited Conduct",[10,164,165],{},"You agree not to:",[36,167,168,171,174,177],{},[39,169,170],{},"Deposit any material that infringes third-party intellectual property rights, is unlawful, or contains malicious code.",[39,172,173],{},"Attempt to circumvent, reverse-engineer, or interfere with our security measures or platform.",[39,175,176],{},"Use the services in any manner that could harm our reputation or operations.",[39,178,179],{},"Share access credentials or allow unauthorized persons to access your account.",[31,181,183],{"id":182},"_10-warranties-and-disclaimers","10. Warranties and Disclaimers",[36,185,186,189,195],{},[39,187,188],{},"We warrant that we will provide services with reasonable care and skill consistent with industry standards.",[39,190,191,194],{},[20,192,193],{},"EXCEPT AS EXPRESSLY PROVIDED",", OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.",[39,196,197],{},"We do not warrant that the services will be uninterrupted, error-free, or completely secure.",[31,199,201],{"id":200},"_11-indemnification","11. Indemnification",[10,203,204],{},"You agree to indemnify, defend, and hold harmless SoftVault, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of:",[36,206,207,210,213],{},[39,208,209],{},"Your breach of these Terms or any Escrow Agreement.",[39,211,212],{},"The content or nature of any Escrow Materials you deposit.",[39,214,215],{},"Your violation of applicable laws or third-party rights.",[31,217,219],{"id":218},"_12-limitation-of-liability","12. Limitation of Liability",[10,221,222],{},"TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFTVAULT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.",[10,224,225],{},"Our total cumulative liability under these Terms or any Escrow Agreement shall not exceed the total amounts actually paid by you to SoftVault in the twelve (12) months immediately preceding the claim.",[31,227,229],{"id":228},"_13-termination","13. Termination",[36,231,232,235,238],{},[39,233,234],{},"Either party may terminate services in accordance with the terms of the applicable Escrow Agreement.",[39,236,237],{},"Upon termination, we will handle Escrow Materials as specified in the agreement (return, deletion, or continued storage).",[39,239,240],{},"Provisions that by their nature should survive termination (liability, confidentiality, indemnification, etc.) shall continue in full force.",[31,242,244],{"id":243},"_14-governing-law-and-dispute-resolution","14. Governing Law and Dispute Resolution",[10,246,247,248,252],{},"These Terms shall be governed by the laws of the State of ",[249,250,251],"span",{},"Insert Jurisdiction, e.g., California",", without regard to its conflict of laws principles.",[10,254,255,256,259,260,263,264,267],{},"Any disputes shall first be resolved through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in ",[249,257,258],{},"City, State"," under the rules of ",[249,261,262],{},"e.g., American Arbitration Association",", or to the exclusive jurisdiction of the state and federal courts located in ",[249,265,266],{},"County, State",".",[31,269,271],{"id":270},"_15-miscellaneous","15. Miscellaneous",[36,273,274,277,280,283],{},[39,275,276],{},"These Terms, together with any Escrow Agreements, constitute the entire agreement between the parties.",[39,278,279],{},"If any provision is held invalid, the remainder of the Terms shall remain enforceable.",[39,281,282],{},"No waiver of any breach shall be deemed a waiver of any subsequent breach.",[39,284,285],{},"We may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign without our prior written consent.",[31,287,289],{"id":288},"_16-contact-us","16. Contact Us",[10,291,292],{},"If you have any questions regarding these Terms and Conditions, please contact us at:",[10,294,295,297,298],{},[20,296,22],{},"\nEmail: ",[299,300,302],"a",{"href":301},"mailto:info@softvault.com","info@softvault.com",{"title":304,"searchDepth":305,"depth":305,"links":306},"",2,[307,308,309,310,311,312,313,314,315,316,317,318,319,320,321,322],{"id":33,"depth":305,"text":34},{"id":59,"depth":305,"text":60},{"id":69,"depth":305,"text":70},{"id":87,"depth":305,"text":88},{"id":102,"depth":305,"text":103},{"id":121,"depth":305,"text":122},{"id":139,"depth":305,"text":140},{"id":154,"depth":305,"text":155},{"id":161,"depth":305,"text":162},{"id":182,"depth":305,"text":183},{"id":200,"depth":305,"text":201},{"id":218,"depth":305,"text":219},{"id":228,"depth":305,"text":229},{"id":243,"depth":305,"text":244},{"id":270,"depth":305,"text":271},{"id":288,"depth":305,"text":289},"md",{},true,"\u002Flegal\u002Fterms-conditions",{"title":5,"description":15},"legal\u002Fterms-conditions","June 18, 2026","XgTz1z64SOfo0gPsX4dOlgza89sEhf7E88lQJlQ_9bI",1791036777722]