Welcome to Passpack! By using Passpack, and signing up as a Client, you agree to be legally bound by these Terms and Conditions of Use (the "Terms and Conditions"), including those terms and conditions incorporated by reference. Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use the Passpack service. Passpack may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions, because they are binding on you. In these Terms and Conditions, all services provided by and related to Passpack, and all text, images, photographs, user interface, "look" and "feel", data and other content included at Passpack.com from time to time (including, without limitation, the selection, coordination and arrangement of such content) are sometimes referred to as the "Web Site" and/or "Service."
You acknowledge and agree that Passpack shall have the right (but not the obligation) in its sole discretion refuse or remove any User and/or Account that violates these Terms and Conditions or is otherwise objectionable. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities. You acknowledge, consent and agree that Passpack may access, preserve, and disclose your account information and encrypted content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Passpack, its users and the public.
1. Passpack Service Generally
(a) Description. The Passpack Service is an online offering where individuals or entities that have signed up with Passpack as clients (each, a "Client") can create and save encrypted entries (each, an "Entry") containing confidential information. Passpack will provide you, as the Client, the Service according to the Package you have chosen as detailed in section 1(f) below.
(b) Entries. You are solely responsible for maintaining your Entries. Your encrypted Entries will be sent and stored on Passpack servers. Decrypted Entries are never sent or stored on Passpack servers. Passpack staff is unable to read or decrypt Client Entries.
(c) Account Access. In order to access Passpack you must create an Account which is protected by a User ID and Pass, chosen by yourself at the time of registration. A third code, the Client Code, will be assigned to you by the system. Your User ID and Pass will grant you access to your Passpack account, however you will need an additional code, the "Packing Key" detailed in section 1(d), to access your Entries. You may change your User ID or Pass at any time from within your Account. Your Client Code may never be changed.
(d) Entries Access. In order to access your Entries, you must first login to your Account, then you must provide your Packing Key. Your Packing Key will grant you access to your Entries. You may change your Packing Key at any time from within your Account.
(e) Stolen or Lost Access Data. You are solely responsible for maintaining your Client Code, User ID, Password and Packing Key (together, "Access Data") secret and safe. Should you suspect that your Access Data has been stolen or intercepted, it is your responsibility to take immediate action to protect your Entries. Immediate action may include entering your Passpack account and changing this information immediately, or contacting Passpack using the Email registered within your Account, including a detailed description of the situation and your User ID and Client Code. DO NOT send your Password or Packing Key via email to Passpack under any circumstances. Passpack shall not be responsible for the maintenance, storage nor retrieval of your Packing Key, or any loss should you lose or forget your Packing Key. Passpack does not maintain a copy of your Packing Key and can not recover it, nor your Entries, if it is lost.
(f) Packages. Passpack offers the following Service Packages:
Free Package - Maximum 32k of storage per Account (approx. 75-100 Entries). This is the default, standard package.
Free MAXI Package - Maximum 128k of storage per Account (approx. 150-200 Entries). This package has been discontinued and is available only to Clients with an active Account before August 1, 2007.
(g) Upgrades. Upgrades are not yet available.
Additional packages and paid upgrades may be made available in the future.
(h) Inactive Accounts. An account will be deemed innactive when there has been no successful login to the Account for a six month consecutive span. Inactive Client Accounts will be canceled without notice. When an account is canceled, stored Entries may be lost and are non-recoverable.
(i) Email and Emergency Support. In order to recive emergency support, possibly including a Pass reset an account Rollback after a changed Packing Key or account deletion, the user must supply and confirm a working email to be associated with the account.Without a confirmed email, emergency support can not be supplied.
2. Eligibility, Access, Use and Service
(a) Eligibility Requirements. To register as a Client, you must be at least 18 years of age, agree to these Terms and Conditions and Passpack's privacy policy (located here), and complete the registration procedure. By registering as a Client, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the registration process is complete and accurate and, if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Passpack may accept or reject your registration in its sole discretion.
(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may manage Entries only if you register as a Client. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an Internet access device, and (ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute "fair use" under International copyright law, print copies of insubstantial portions of the Web Site.
(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (b) delete or revise any material or other information of any other user of Passpack; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure; (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site; (e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from Passpack on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); or (f) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site. Furthermore it is forbidden to store critical data such as, but not limited to, financial data or access data to financial institutions, or any data which, if lost, stolen or destroyed, could result in personal or public catastrophe.
(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mailbombing" or "crashing", the Web Site; (iv) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. Passpack will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Passpack will use commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to remove any data in whole or in part.
(e) Operation of Web Site. Passpack shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Passpack reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Although Passpack intends to use commercially reasonable efforts to make the Web Site and Service accessible, Passpack makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability, including telecommunications and/or server problems. Passpack may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Passpack shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph.
(f) Local Laws. Passpack uses strong encryption technology. The use of strong encryption technology is illegal in some countries. It is the Client's responibility to comply with any local legal requirements, this may mean refraining from using the Passpack service in certain countries. Passpack is not responsilbe for providing information on local laws.
3. Registration, Password, User Identity
(a) Your User Identity. When you register as a Client, you will create a user identity (your "User Identity"), which will be your identity for purposes of interacting with the Web Site. Your User Identity will include a Customer Code, a User ID, a Pass, a Packing Key and your email. Your User ID need not be your real name. Your email must be a working email to which you have access at the time of registration, and to which you can reasonably expect to continue to have access to. Should your email become outdated, you can update it from within your Account.
(b) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification and Pass for the Web Site. You shall immediately notify Passpack if you learn of or suspect: (i) any loss or theft of your User Identity, registration identification, Pass or Packing Key, or (ii) any unauthorized use of your registration identification, Pass or Packing Key or of the Web Site. In the event of such loss, theft, or unauthorized use, Passpack may impose on you, at Passpack's sole discretion, additional security obligations.
(c) Security Breaches. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform Passpack. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.
4. Ownership; Rights to Use
(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between Passpack and you, Passpack will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Passpack, including "Passpack", without the prior written consent of Passpack, as determined in its sole discretion, for each such use.
5. Nondisclosure and Privacy
Passpack intends to use commercially reasonable efforts to follow its privacy policy, as such privacy policy may be changed from time to time at Passpack's sole discretion. Notwithstanding the foregoing, Passpack cannot and does not assume any responsibility or liability for any information submitted to the Web Site or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or by any other malicious act.
6. Disclaimers; Indemnification; Limitations of Liability
(a) Responsibility for Content. Passpack shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Passpack makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material that are communicated through, or posted to, the Service, whether by Members, Clients, Passpack or otherwise, nor does Passpack endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, You acknowledge that any reliance on information or other material, including, without limitation, any information related to a particular Package, communicated through the Service, or posted to the Web Site, will be at your own risk.
(b) Links to Third-Party Services. The Web Site may contain links to third-party web sites or other services (the "Linked Content"). The Linked Content is not under the control of Passpack and Passpack is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. Passpack is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by Passpack of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.
(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED "AS IS." Passpack MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, USER IDENTITY OR LINKED CONTENT. Passpack DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Passpack DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Passpack OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
(d) Release from Claims. Passpack makes no efforts to determine the identity of Clients beyond collecting a working email (optional), Passpack cannot and does not confirm that any Client or other user is who they claim to be. Because Passpack does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you hereby release Passpack (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
(e) Indemnification. You hereby agree to defend, indemnify and hold harmless Passpack and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees.
(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF Passpack OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Passpack'S TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO Passpack FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.
7. Miscellaneous Provisions
(a) Entire Agreement. These Terms and Conditions set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings (excluding any associated agreements required by Passpack (e.g., privacy policy) as a condition precedent to Clients' use of the Service), between you and Passpack regarding the subject matter of these Terms and Conditions.
(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by Passpack.
(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.
(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.
(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.
(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the substantive law of the Rome, Italy, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the courts having jurisdiction in Rome, Italy, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.
(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Passpack agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. Passpack may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.
(h) Waiver. The waiver by Passpack of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.
(i) Independent Contractors. The parties and their respective personnel are and shall be independent contracts and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is prevented, hindered or delayed by such causes.
(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.
(l) Further Assurances. The parties hereto shall, at their own cost and expenses, execute and deliver such other documents, artwork, programming code and instruments and shall take such other action as may reasonably be required or appropriate to evidence or carry out the intent and purposes of these Terms and Conditions.