Vault Agreement (Individual)
This Agreement (“Agreement”) is made effective as of (“Effective Date”) by and between:
Products Pending, a business entity currently in formation and not yet incorporated or trading, with principal address at 1 The Road, Liverpool, L11 7PW (“Provider”),
and
[Company Name to be completed upon registration]
[User Name to be completed upon registration]
[Address to be completed upon registration]
("User”)
1. Purpose
The purpose of this Agreement is to set out the terms under which the Provider will provide Vault services to the User for confidentially storing the User’s ideas, designs, and related materials (“Vault Content”).
2. Definitions
2.1 Vault Content: All materials uploaded or stored by the User in the Vault, including ideas, designs, images, documents, or other data.
2.2 Services: The provision of secure digital storage and related support services for Vault Content.
2.3 Fees: Charges payable by the User for the Vault service as published on the Products Pending platform.
3. User Warranties and Obligations
3.1 The User warrants that:
(a) It owns or has all necessary rights to upload and store the Vault Content.
(b) The Vault Content does not infringe any third-party rights or violate any laws.
(c) It will not upload unlawful, offensive, or harmful content.
3.2 The User agrees to indemnify and hold harmless the Provider against any claims or losses arising from breach of these warranties.
3.3 The User is responsible for maintaining the confidentiality of its account credentials and for all activities conducted through its account. The User shall notify the Provider promptly of any unauthorised use or security breach.
4. Confidentiality and Data Protection
4.1 The Provider will treat all Vault Content as confidential and use reasonable security measures to protect it.
4.2 Backup copies may be made for data integrity and recovery.
4.3 Both parties will comply with applicable data protection laws, including GDPR where applicable. The Provider will notify the User promptly of any data breaches affecting Vault Content.
4.4 The Provider shall implement security measures consistent with industry standards and applicable laws to protect Vault Content.
4.5 The parties shall enter into a separate data processing agreement if required by law.
5. Fees and Payment
5.1 The User shall pay the Fees as published on the Platform.
5.2 Fees are payable according to platform payment terms.
5.3 Late payments may result in suspension or termination of Vault access.
6. Data Retention and Deletion
6.1 Upon termination of this Agreement, the Provider shall delete or return Vault Content as requested by the User, subject to any legal retention obligations.
6.2 The Provider may retain Vault Content for a reasonable period after termination to comply with legal obligations or legitimate business purposes, after which it will be permanently deleted.
7. Limitation of Liability
7.1 The Provider is not liable for losses due to unauthorised access caused by the User’s failure to protect credentials.
7.2 Except for death or personal injury caused by negligence, the Provider’s total liability shall not exceed Fees paid in the prior 12 months.
7.3 The Vault service is provided “as is” without warranties.
7.4 In no event shall the Provider be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement.
8. Indemnity
8.1 Each party agrees to indemnify and hold harmless the other party from and against any losses, damages, liabilities, costs, or expenses arising from any breach of this Agreement.
9. Force Majeure
9.1 Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or governmental actions.
9.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.
10. Term and Termination
10.1 This Agreement starts on the Effective Date and continues until terminated by either party with thirty (30) days’ written notice.
10.2 Termination shall not affect accrued rights or obligations.
11. Notices
11.1 All notices under this Agreement shall be in writing and delivered by hand, email (with confirmation), or registered mail to the addresses specified by the parties.
11.2 Notices shall be deemed received:
(a) if delivered by hand, upon delivery;
(b) if sent by email, upon confirmation of receipt;
(c) if sent by registered mail, three (3) business days after posting.
12. Assignment
12.1 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
13. Dispute Escalation
13.1 Prior to initiating arbitration or litigation, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
13.2 If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to attempt mediation with a mutually agreed mediator before proceeding to arbitration.
14. Technology and Platform Availability
14.1 The Provider shall use commercially reasonable efforts to ensure the availability and performance of the Platform.
14.2 The Provider shall notify the User promptly of any significant outages or disruptions and shall use reasonable efforts to restore service as soon as practicable.
15. No Partnership or Agency
15.1 No partnership, joint venture, or agency is created.
15.2 Each party acts on its own behalf.
16. General
16.1 Waiver: Failure to enforce any provision shall not constitute waiver.
16.2 Severability: If any provision is held invalid, the remainder shall remain in effect.
16.3 Relationship: The parties are independent contractors; no partnership or agency is created.
16.4 No Third-Party Beneficiaries: This Agreement does not confer rights on third parties.
16.5 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
17. Pre-Incorporation
17.1 The Provider represents that it is currently in the process of incorporation and is not yet a registered company. Upon incorporation, the Provider shall notify the User in writing and this Agreement shall be deemed to be assigned to and assumed by the incorporated entity without further action. The User agrees to be bound by this Agreement as if entered into with the incorporated entity from the Effective Date.
18. Governing Law and Dispute Resolution
18.1 This Agreement is governed by the laws of England and Wales.
18.2 Disputes will be resolved by arbitration under the Arbitration Act 1996.
18.3 The courts of England and Wales have exclusive jurisdiction to enforce arbitration awards.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorised representatives as of the Effective date [Date and Time].
For Products Pending (Licensor):
By:
Title:
For (Licensee):
By:
Title: