Effective: March 8, 2023
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THIS AGREEMENT is made |
BETWEEN
1. [the Buyer] of (the "Buyer"); and
2. [Final Security LLC] of (the "Service Provider"),
collectively referred to as the "Parties". RECITALS
The Buyer wishes to be provided with the Services (defined below) by Final Security LLC and Final Security LLC agrees to provide the Services to the Buyer on the terms and conditions of this Agreement.
1. Key Terms
1.1 Services
Final Security LLC shall provide the following services ("Services") to the Buyer in accordance with the terms and conditions of this Agreement:
Final Security is a personal information security company that provides protection, efficiency and peace of mind for the Buyer once they are deceased by 1) providing a method of allowing the easy transfer of digital information, documents, photos and assets, 2) proving a mechanism to secure a personal digital asset by wiping/erasing the device(s) and 3) the closure of social media accounts.
1.1.1 Buyer Responsibilities
1.1.1.1 Info Vault
Buyer agrees to add, edit and maintain the items in their vault. It is understood that the accuracy of the information contained in a vault item is vital for Final Security LLC to render services. Buyer agrees and understands that it is their responsibility to keep information updated and accurate. Examples of this responsibility are, but not limited to: usernames, passwords, email addresses, website addresses and outdated documents.
Buyer understands and agrees that Final Security LLC does not moderate the contents of vault items. All responsibility, ownership and liability based on the contents of their vault items are completely assumed by the Buyer. Final Security LLC will comply with all law enforcement requests where proper documentation and or an official legally binding request have been presented.
1.1.1.2 Devices
Buyer agrees to install and maintain required software on registered devices. It is understood that it is the sole responsibility of the Buyer to install and re-install required software. Final Security LLC will provide the ability to check and provide periodic notifications of whether registered devices are still visible to the system. Examples of this responsibility are, but not limited to: new service setup, Buyer purchases a new phone.
1.1.1.3 Social & Cloud Services
The Buyer is solely responsible for keeping their social & cloud services accounts current with login information for each respective service entered into the Final Security LLC’s system. The scope of this responsibility is for the Buyer to keep A) the email address or username, B) password, current within their account. The Buyer acknowledges in order for social & cloud cleaning services to be provided, the correct information must be correct and up-to-date.
1.1.1.4 Required Diligence
The Buyer acknowledges and agrees that they are solely responsible for the required diligence at all levels of authority (eg: local, state and national) to ensure their self-elected services are in compliance with any legal requirements, including but not limited to: power of attorney, fiduciary and other legal statues. Additionally, The Buyer grants fiduciary right and statutes to Final Security LLC to enable the execution of services.
1.1.2 Duration of Services
1.1.2.1 Info Vault
The Buyer enters into a rolling 12-month contract, unless Buyer cancellation action is taken. Final Security LLC will honor all financially current accounts and provide the Buyer’s beneficiary with the ability to access the Buyer’s information in the Info Vault upon confirmed deceased status of the Buyer.
1.1.2.2 Devices
The Buyer enters into a rolling 12-month contract, unless Buyer cancellation action is taken. Final Security LLC will honor and execute wiping service for accounts that are financially current and devices with a current/active status (ability for our system to see their device through our management software, see 1.1.1.2) within the system.
1.1.2.3 Social & Cloud Services
The Buyer enters into a rolling 12-month contract, unless Buyer cancellation action is taken. Final Security LLC will honor social & cloud cleaning services for all financially active, non-user deleted accounts, where login is successful with current login credentials.
1.2 Execution of the Services
1.2.1 Final Security LLC’s proprietary process and system detects if the Buyer vital status is deceased
1.2.2 Vitality confirmation
1.2.2.1 Upon the Buyer being flagged as deceased the follow process is executed:
1.2.2.1.1.1 Final Security LLC begins its automated verification processes
1.2.2.1.1.2 After a specified period of time, if Final Security LLC has not received confirmed from its initial automated processes, Final Security LLC will directly contact the Buyer
1.2.2.1.1.3 If Final Security cannot contact the Buyer directly, Final Security will contact Buyer’s supplied and provided contact/beneficiary
1.2.2.1.1.3.1 On failure of 12.2.1.1.3 Final Security will reach out to the local government based on Buyer’s contact information for a vital status confirmation
1.2.2.2 Final Security LLC will contact local authorities as due diligence of overserving any potential investigation before the execution of device cleaning services
1.2.3 Upon successful verification of steps in 1.2.2, Final Security LLC will begin to execute services:
1.2.3.1 Info Vault transfer to contact/beneficiary
1.2.3.2 Devices Cleaning
1.2.3.3 Social Services Closures
1.3 Buyer Understandings and agree to the following
1.3.1 Final Security LLC can only execute services where the Buyer’s Responsibilities have been understood and met in full (See 1.1.1).
1.3.2 Final Security LLC will comply with all levels of law enforcement
1.3.3 Final Security LLC will make all attempts possible to fully execute the services, but there may be times of technical difficulty that will be outside of the control of Final Security LLC that will prohibit the execution of services. The Buyer understands this and accepts this as true by entering into this agreement.
1.3.4 Buyer understands and acknowledges that in order for Final Security LLC to render remote wiping services, the software (by the third-party) needed to execute these services may provide additional information about the Buyer’s registered system. Examples are, but not limited to: number of applications on the system, name and version numbers of these applications, device location, operating system version and other system analytics. Buyer understands and agrees to allow this information to be shared with Final Security LLC and the third-party company. Final Security LLC will not sell, distribute or release this information and will make every effort possible to respect the privacy of the Buyer. However, Final Security LLC cannot guarantee how the third-party uses this information, and as such, Buyer accepts and releases Final Security LLC from liability resulting from any action or damage by the third-party. The Buyer understands it is their choice to install this software, but the Buyer acknowledges, agrees and understands that without this software installed, remote wiping service will not be rendered.
1.3 Site
Final Security LLC. shall provide the Services online at the following site(s): finalsecurity.co
1.4 Price
a. Plan Fees
The Buyer agrees and accepts the current price per chosen level of service at the time of this agreement. Service plans are paid at the annual rate on their registration date. This annual rate will be automatically renewed 12 months from their registration date (service date).
b. Additional Fees
The Buyer may have fees that are over-and-above the selected payment level (1.4 a). These fees are at the sole discretion of the Buyer. An example of an additional fee can be add-on devices beyond what is provided in the Buyer’s chosen service plan. Additional Fees will be automatically renewed 12 months from their registration date (service date) at their annual rate.
a. Rate Increases
The Buyer will be provided with advanced notice of any rate increases to their subscribed services. Buyer will have the opportunity to agree or cancel, without penalty, to these rate increases before their realization.
1.5 Refunds
a. Subscription Plan
We offer a 30-day money-back guarantee for our plans. After the initial 30-day period, no refunds will be issued.
b. Additional Devices
Refunds are available per contracted device over-and-above the number provided by the Buyer’s selected subscription service plan. A prorated refund will be issued from the time of the refund request and the service renewal date. Refund only covers device costs and any other fees are not eligible for refunds. Please note that refunds are not immediate, they are queued for approval; upon approval it may take 7-10 days for processing.
1.6 Payment
c. The Buyer agrees to pay the Price(s) to selected subscription service level and any additional devices to Final Security LLC. on the execution of this agreement (registration and [online payment]) is executed.
d. The Buyer agrees to automatic renewal of selected subscription service level and any additional devices on the service date (available at any time in the Buyer’s Account)
i. Buyer can downgrade and remove additional devices not supplied in the subscription plan at any time (see 1.5.A)
e. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by Final Security LLC. to the Buyer under this Agreement and such shall be payable by the Buyer to Final Security LLC. in addition to all other charges payable hereunder.
2. General terms
2.1 Acceptable Use Policy
In using Final Security LLC's services Buyer agrees NOT TO:
a. Scan, probe or test any system, network, database or infrastructure without prior consent of Final Security LLC
b. Attempt to breach or circumvent any security or authentication mechanisms
c. Network attacks to breach, or deny service to users
d. Shall not send false, deceptive or misleading communications
e. Attempt to circumvent device, social or vault storage limits
f. Publish or share materials that are unlawfully pornographic, indecent containing acts of violence or terrorist activity/propaganda
g. Promoting bigotry or hate against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment
h. Violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, misleading or violate the privacy or infringe the rights or intellectual property of others
2.2 Warranty
a. Final Security LLC. represents and warrants that:
i. it will perform the Services with reasonable care and skill; and
ii. the Services and the Materials provided by Final Security LLC. to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.
2.3 Limitation of liability
b. Subject to the Buyer’s obligation to pay the Price to Final Security LLC., either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
c. To the extent it is lawful to exclude the following heads of loss and subject to the Buyer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.
d. Nothing in this Clause 2.3 will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.
2.4 Term and Termination
e. This Agreement shall be effective on the registration date hereof and shall continue, unless terminated sooner in accordance with Clause 2.4(b), until the Completion Date.
f. Either Party may terminate this Agreement upon notice in writing if:
i. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
ii. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
g. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
2.5 Relationship of the Parties
The Parties acknowledge and agree that the Services performed by Final Security LLC., its employees, agents or subcontractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
2.6 Confidentiality
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
2.7 Notices
We may, at any time, and at our sole discretion, modify these Terms and Conditions of Use, including our Privacy Policy, with or without notice to the Buyer. Any such modification will be effective immediately upon public posting. Your continued use of our Service and this Site following any such modification constitutes your acceptance of these modified Terms.
2.8 Miscellaneous
k. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
l. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
m. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
n. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
o. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
p. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.
q. This Agreement shall be governed by the laws of the jurisdiction in which Final Security LLC is located (or if Final Security LLC is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.
2.9 Arbitration
1. All claims and disputes arising under or relating to this Agreement are to be settled by non-binding arbitration in the state of Ohio. An award of arbitration may be confirmed in a court of competent jurisdiction.
AS WITNESS the hands of the Parties hereto or their duly authorized representatives the day and year first above written.
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SIGNED by |
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for and on behalf of |
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[the Buyer] |
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SIGNED by |
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for and on behalf of |
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[Final Security LLC.] |
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