Welcome to TESSARY!

THIS LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND CUSTODIA PTE. LTD. (“CUSTODIA”, “we”, “us” “our”) GOVERNS YOUR USE OF THE TESSARY PRODUCT, SOFTWARE, SERVICES, AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “TESSARY SERVICE”). IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING “I AGREE,” YOU ARE AGREEING THAT THESE TERMS WILL APPLY IF YOU CHOOSE TO ACCESS OR USE THE TESSARY SERVICE.

We are the providers of the Tessary Service, which permits you, under the terms and conditions set forth in this Agreement, to utilise certain services, including storing your personal content (such as your will, lasting power of attorney, medical records, photos, notes, bank account information and documents) (collectively, your “Personal Content”) and making it accessible on your compatible devices and computers, and, potentially, certain location-based services.

  1. Requirements for Use of the Tessary Service
    1. Age
      The Tessary Service is only available to individuals aged 21 or older.
    2. Devices and Accounts
      Use of the Tessary Service may require compatible devices, internet access, and certain software (see Clause 5.7 below for more details) (fees may apply); may require periodic updates; and may be affected by the performance of these factors. We reserve the right to limit the number of Tessary Service accounts (“Account”) that may be created from a device and the number of devices associated with an Account. The latest version of required software may be required for certain transactions or features. You agree that meeting these requirements is your responsibility
    3. Limitations on Use
      You agree to use the Tessary Service only for purposes permitted by this Agreement, and only to the extent permitted by any applicable law, regulation, or generally accepted practice. You agree that you are solely responsible for managing the use of any storage capacity that may be allocated to you. Exceeding any applicable or reasonable limitation of bandwidth, or storage capacity is prohibited and may adversely affect your use of the Tessary Service. If your use of the Tessary Service, or other behaviour, intentionally or unintentionally threatens our ability to provide the Tessary Service or other systems, we shall be entitled to take all reasonable steps to protect the Tessary Service and our systems, which may include suspension of your access to the Tessary Service. Repeated violations of the limitations may result in termination of your Account.
    4. Availability of the Tessary Service
      The Tessary Service, or any feature or part thereof, may not be available in all languages or in all countries and we make no representation that the Tessary Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent that you choose to access and use the Tessary Service, you do so at your own initiative and are responsible for compliance with any applicable laws.
    5. Changing the Tessary Service
      We reserve the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Tessary Service. Such modifications and additional terms and conditions will be communicated to you and, if accepted, will be effective immediately and will be incorporated into this Agreement. In the event that you refuse to accept such changes, we will have the right to terminate this Agreement and your Account. You agree that we shall not be liable to you or any third party for any modification or cessation of the Tessary Service. If you have paid to use the Tessary Service and we terminate it or materially downgrade its functionality, please contact us and we will address your concerns on a case-by-case basis.
  2. Features and Services
    1. Purpose of the Tessary Service
      You acknowledge and agree that the Tessary Service serves the following purposes:
      1. to back up, store, and access your Personal Content; and/or
      2. to, in accordance with the Three-strike Service described under Clause 3, disclose or delete your data stored on the Account.
      You shall not use the Tessary Service in circumstances where erroneous, inaccurate, time-delayed, or incomplete transmission of Personal Content may lead to death, personal injury, property or environmental damage.
    2. Use of Location-Based Services
      1. Custodia and our partners and licensors may provide certain features that rely upon device-based location information using GPS (where available) and crowd-sourced Wi-Fi hotspots, cell tower locations and other similar technologies. To provide such features or services, where available, Custodia and our partners and licensors must collect, use, transmit, process and maintain your location data, including but not limited to the geographic location of your device and information related to your Account and any devices registered thereunder, including but not limited to your Tessary Service identification information (“Tessary ID”), device identifying information and name, and device type.
      2. You may withdraw consent to our and our partners’ and licensors’ collection, use, transmission, processing and maintenance of location data at any time by not using the location-based features and turning off the location services settings (as applicable) on your device. When using third party services that use or provide location data as part of the Tessary Service, you are subject to and should review such third party’s terms and privacy policy on the use of location data by such third party services. Any location data provided by the Tessary Service is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed or incomplete location data may lead to death, personal injury, property or environmental damage. We shall use reasonable skill and due care in providing the Tessary Service, but neither Custodia nor any of our service and/or content providers makes any warranty as to the availability, accuracy, completeness, reliability, or timeliness of location data or any other data displayed by the Tessary Service. LOCATION-BASED SERVICES ARE NOT INTENDED OR SUITABLE FOR USE AS AN EMERGENCY LOCATOR SYSTEM.
    3. Three-strike Service
      1. This Clause sets out the operation of the Three-strike Service of the Tessary Services. From time to time, on regular intervals as prescribed by you, the Tessary Service will prompt you to verify your identity (“Verification”). Verification may take place in a number of ways, including via a finger-print scan where applicable, the answering of a pre-programmed security question, or by entering a pre-set pin-code. Verification will take place on the device you program such Verification to take place on.
      2. If a Verification fails, you will, after a pre-set time by you from the first attempted Verification, again be prompted for another Verification. If the second Verification fails, you will again, at a time pre-set by you from the second attempted Verification, be prompted for another Verification. The failure of three consecutive Verifications, is known as a Three-strike Event.
      3. You may program the Tessary Service to automatically, and without any further prompting from you, do the following upon the occurrence of a Three-strike Event:
        1. delete all data and Content on your Account, including all Personal Content; and/or
        2. send, via email or a download link contained in an email, all data and Content on your Account, including any Personal Content, to a person or recipient nominated by you to receive such information (the “Nominated Person”);
        (collectively, the “Three-strike Actions”)
      4. YOU ARE RESPONSIBLE FOR THE SETTINGS AND THE PROGRAMMING OF THE THREE-STRIKE EVENTS AND THE THREE-STRIKE ACTIONS. PLEASE TAKE CARE TO ENSURE THAT THIS IS DONE CORRECTLY, AS YOUR ERRORS CAN HAVE SERIOUS CONSEQUENCES, SUCH AS THE DISCLOSURE OF YOUR PERSONAL CONTENT TO THE WRONG PARTY, OR THE LOSS OF YOUR PERSONAL CONTENT THAT IS STORED ON YOUR ACCOUNT.
      5. You are responsible for ensuring that the email address of the Nominated Person is capable of receiving all data, information and content sent by us to the email address of the Nominated Person, including (i) ensuring that the Nominated Person’s email address has sufficient storage capacity to receive emails from us, (ii) ensuring that emails from us are not caught in a spam filter, antivirus software, or any other hardware or software that prevents our emails from getting through to the Nominated Person’s email address, and that (iii) the email address of the Nominated Person is accurate.
      6. If you require any location-based services, and we provide such location-based services, you are responsible for ensuring that the location-based services on the relevant devices are working to the extent necessary to fulfil the location-based service you require.
  3. Subscription Fees and Other Charges for the Tessary Service
    1. General

      1. Customers shall pay the prevailing subscription fee (the “Subscription Fee”), being such fees as stipulated by us for the provision of the Tessary Service, and any additional fees and charges incurred by you (as may be determined by us from time to time) for the use of the Tessary Service, including but not limited to any charges for additional storage (if applicable) provided always that the minimum Subscription Fee and/or any charges for additional storage (if applicable) for the Tessary Service shall be based on the respective price plan.
      2. We reserve the right to amend and/or vary the Subscription Fee and/or any other fees and charges in relation to the Tessary Service at any time and from time to time without prior notice.
      3. Prevailing data charges shall apply. All fees and charges in respect of the Tessary Service do not include internet access subscription charges and other fees chargeable by your telephone service provider, internet service provider, or other third parties.
    2. Payment
      1. If we are unable to charge your credit card or payment account for payments due, we reserve the right to revoke or restrict access to your stored Content, DELETE YOUR STORED CONTENT, OR TERMINATE YOUR ACCOUNT. If you want to designate a different credit card or payment account or if there is a change in your credit card or payment account status, you must change your information online in the Account information section of the Tessary Service website; this may temporarily disrupt your access to the Tessary Services while we verify your new payment information.
      2. All fees quoted to you are INCLUSIVE OF credit card fees and any sales, use, goods and services (GST), value added (VAT), or other similar tax, under the applicable law and based on the tax rate in effect at the time you purchase the upgrade. We will charge tax when required to do so under the tax rules applicable to the Tessary Service.
    3. Right of Cancellation
    4. If you choose to cancel your subscription to the Tessary Service following its initial purchase, you may do so by informing us with a clear statement within seven (7) days from when you received your e-mail confirmation by contacting us. You do not need to provide a reason for cancellation. However, any fees paid by you prior to your cancellation are non-refundable, including any fees paid in advance for the billing year during which you cancel your subscription. To meet the cancellation deadline, you must send your written cancellation to us by way of email at info@tessary.com before the seven-day period has expired.
  4. Subscription Storage Upgrades
  5. From time to time, we may offer you additional storage space for your Account for which additional charges, and terms and conditions, may apply.
  6. Your Use of the Tessary Service
    1. YOU UNDERTAKE TO USE THE TESSARY SERVICES IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING COMPLYING WITH THE SYSTEM REQUIREMENTS. YOU UNDERSTAND THAT YOUR FAILURE TO DO SO MAY RESULT IN:
      1. MONETARY LOSSES, INCLUDING INDIRECT, PUNITIVE, AND CONSEQUENTIAL LOSSES, TO YOU;
      2. THE TESSARY SERVICE BEING INTERRUPTED, OR CEASING OPERATION ENTIRELY;
      3. ANY TESSARY SERVICE PROGRAM, SOFTWARE OR APPLICATION NOT WORKING PROPERLY;
      4. YOUR DEVICE OR COMPUTER BEING EXPOSED TO HACKERS, VIRUSES, MALWARE, TROJAN HORSES OR OTHER ATTACKS FROM THIRD PARTIES;
      5. LOSS OF ANY OR ALL INFORMATION ON YOUR ACCOUNT OR ON YOUR DEVICE OR COMPUTER, AND/OR
      6. THE DISCLOSURE OF ANY OR ALL INFORMATION ON YOUR ACCOUNT OR ON YOUR DEVICE OR COMPUTER TO A THIRD PARTY WITHOUT YOUR KNOWLEDGE OR CONSENT;

      FOR WHICH WE WILL NOT BE RESPONSIBLE EXCEPT AS REQUIRED BY CLAUSE 12.

    2. Your Account
      1. As a registered user of the Tessary Service, you must establish an Account. DO NOT REVEAL YOUR ACCOUNT INFORMATION TO ANYONE ELSE. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify us of any suspected security breach of your Account, and shall take all reasonable actions as instructed by us in response to such suspected security breach. You further acknowledge and agree that the Tessary Service is designed and intended for personal use on an individual basis and you should not share your Account and/or password details with another individual.
      2. In order to use the Tessary Service, you must enter your Tessary ID and password to authenticate your Account. You agree to provide accurate and complete information when you register with, and as you use, the Tessary Service (“Service Registration Data”), and you agree to update your Service Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete Service Registration Data may result in the suspension and/or termination of your Account. You agree that we may store and use the Service Registration Data you provide for use in maintaining and billing fees to your Account.
    3. Use of Other Custodia Products and Services
      Particular components or features of the Tessary Services require separate software or other license agreements or terms of use. You must read, accept, and agree to be bound by any such separate agreement as a condition of using these particular components or features of such services.
    4. No Conveyance
      Nothing in this Agreement shall be construed to convey to you any interest, title, or license in a Tessary ID or similar resource used by you in connection with the Tessary Service.
    5. No Right of Survivorship
      Unless otherwise required by law, you agree that your Account is non-transferable and that any rights to your Tessary ID or Content within your Account terminate upon your death. Upon receipt of a copy of a death certificate your Account may be terminated and all content within your Account deleted. You may contact our technical support at info@tessary.com for further assistance.
    6. No Resale of Tessary Service
      You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Tessary Service (or any part thereof) for any purpose.
    7. System Requirements
      1. You are responsible for ensuring that any device you run the Tessary Service on meets the system requirements that we may stipulate from time to time (the “System Requirements”). The System Requirements for mobile devices to run the Tessary Service mobile application at this point in time are that:
        1. it must run the latest versions of Apple’s iOS or Google’s Android operating system; and
        2. it must have a working data connection;
        3. if any location-based service is required, it must have GPS service and connection that can be accessed by the Tessary Service application to determine your location.
      2. From time to time, we may update the System Requirements to improve the Tessary Service. Correspondingly, you are responsible for ensuring that any device you run the Tessary Service on meets the prevailing System Requirements.
    8. Usage Restrictions
      1. You understand and agree that the Tessary Service is intended to backup only individual files of certain commonly used personal desktop applications, for example document, photo and video file types and is not intended to be used to backup (i) content from/made available through corporate network services, (ii) programs, (iii) operating systems or (iv) data formats commonly held on servers such as but not limited to databases.
      2. You shall refrain from saving or attempting to save, through the Tessary Service, content that is not primarily located and stored on your internal computer/device hardware (e.g. external storage devices or content stored on an internal and/or external network).
  7. Maintenance
    1. You agree to notify us of any defect in the operation of or the provision of the Tessary Service.
    2. We may charge you for reasonable cost and expenses in providing maintenance of the Tessary Service where the need for such maintenance arises out of:
      1. Misuse, neglect or damage to the Tessary Service by you;
      2. Any fault or other problem with your property, or other property not forming part of the Tessary Service; or
      3. Your failure to reasonably comply with the provisions of this Agreement.
  8. Management of Systems and Use and Access to Your Data
    1. WE RESERVE THE RIGHT TO MANAGE AND CONTROL ACCESS TO ANY COMPUTER OR ANY OF OUR SYSTEMS OR ANY COMPUTER LINKED TO ANY OF OUR SYSTEMS AND ANY DATA STORED THEREIN, IN A MANNER DEEMED APPROPRIATE BY US, AND TO DELETE ANY DATA (WHETHER BELONGING TO, PROVIDED OR STORED BY YOU OR OTHERWISE), NOTWITHSTANDING THAT SUCH ACCESS AND THE STORAGE OF SUCH DATA IS A REQUIREMENT OR CONSTITUTES A PART OF THE TESSARY SERVICE.
    2. You agree that we shall be entitled to use or disclose any information or data disclosed by you in accordance with the Privacy Policy. You are entitled to withdraw such consent according to the procedure as prescribed by the Privacy Policy.
  9. Content and Your Conduct
    1. Content
      Content” means any information that may be generated or encountered through the use of the Tessary Service, such as data files, device characteristics, written text, software, music, graphics, photographs, images, sounds, videos, messages and any other like materials. You understand that all Content, whether publicly posted or privately transmitted on the Tessary Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Custodia, are solely responsible for any Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Tessary Service. We do not control the Content posted via the Tessary Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand and agree that your use of the Tessary Service and any Content is solely at your own risk.
    2. Your Conduct
      1. You agree that you will NOT use the Tessary Service to:
        1. upload, download, post, email, transmit, store or otherwise make available any Content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
        2. stalk, harass, threaten or harm another;
        3. if you are an adult, request personal or other information from a minor (any person under the age of 18 or such other age as local law defines as a minor) who is not personally known to you, including but not limited to any of the following: full name or last name, home address, zip/postal code, telephone number, picture, or the names of the minor’s school, church, athletic team or friends;
        4. pretend to be anyone, or any entity, who/which you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another Tessary Service user, a Custodia employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity (We reserve the right to reject or block any Tessary ID or email address which could be deemed to be an impersonation or misrepresentation of your identity, or a misappropriation of another person’s name or identity);
        5. engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or non-disclosure agreement;
        6. forge any TCP-IP packet header or any part of the header information in an email or a news group posting, or otherwise putting information in a header designed to mislead recipients as to the origin of any Content transmitted through the Tessary Service, a practice known as “spoofing”;
        7. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the Tessary Service (or any part thereof), or any other computer software or hardware;
        8. interfere with or disrupt the Tessary Service (including accessing the Tessary Service through any automated means, like scripts or web crawlers), or any servers or networks connected to the Tessary Service, or any policies, requirements or regulations of networks connected to the Tessary Service (including any unauthorised access to, use or monitoring of data or traffic thereon);
        9. plan or engage in any illegal activity; and/or
        10. gather and store personal information on any other users of the Tessary Service to be used in connection with any of the foregoing prohibited activities.
      2. Additionally, you agree that you will not use the Tessary Service on any mobile device in a way that distracts you and/or prevents you from obeying traffic safety laws and practices.
    3. Removal of Content
      We reserve the right at all times to determine whether Content is appropriate and in compliance with this Agreement (or any other applicable rules, laws or regulations), and may pre-screen, move, refuse, modify and/or remove Content at any time, without prior notice and in our sole discretion, if such Content is deemed to be, in our sole discretion, in violation of this Agreement (or any other applicable rules, laws or regulations) or is otherwise objectionable.
    4. Backup Your Content
    5. You are responsible for backing up, to your own computer or other device, any important documents, images or other Content that you store or access via the Tessary Service. We shall use reasonable skill and due care in providing the Tessary Service, but WE DO NOT GUARANTEE OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE TESSARY SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, OR LOSS.
    6. Access to Your Account and Content
    7. We reserve the right to take steps which we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement or any other applicable rules, laws or regulations. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, WITHOUT LIABILITY TO YOU, ACCESS, USE, PRESERVE AND/OR DISCLOSE YOUR ACCOUNT INFORMATION AND CONTENT TO LAW ENFORCEMENT AUTHORITIES, GOVERNMENT OFFICIALS, AND/OR A THIRD PARTY, IF (I) WE BELIEVE THIS IS REASONABLY NECESSARY OR APPROPRIATE FOR COMPLIANCE WITH LAWS, RULES OR REGULATIONS, (II) WE ARE LEGALLY REQUIRED TO DO SO, OR (III) WE HAVE A GOOD FAITH BELIEF THAT SUCH ACCESS, USE, DISCLOSURE, OR PRESERVATION IS REASONABLY NECESSARY TO: (A) COMPLY WITH LEGAL PROCESS OR REQUEST; (B) ENFORCE THIS AGREEMENT, INCLUDING INVESTIGATION OF ANY POTENTIAL VIOLATION THEREOF; (C) DETECT, PREVENT OR OTHERWISE ADDRESS SECURITY, FRAUD OR TECHNICAL ISSUES; OR (D) PROTECT THE RIGHTS, PROPERTY OR SAFETY OF CUSTODIA, OUR USERS, A THIRD PARTY, OR THE PUBLIC AS REQUIRED OR PERMITTED BY LAW.
    8. Violations of this Agreement
      If while using the Tessary Service, you encounter content which you find inappropriate, or otherwise believe to be a violation of this Agreement, you may report it by sending an email to “info@tessary.com”.
    9. Content Submitted on the Tessary Service
      1. Changes to Contents
        You understand that in order to provide the Tessary Service, we may transmit your Content across various public networks, in various media, and modify or change your Content to comply with technical requirements of connecting networks, or devices, or computers. You agree that the license herein permits us to take any such actions.
      2. Trademark Information
        Custodia, the Custodia logo, Tessary, the Tessary logo and other Custodia trademarks, service marks, graphics, and logos used in connection with the Tessary Service are trademarks or registered trademarks of Custodia Pte. Ltd.. Other trademarks, service marks, graphics, and logos used in connection with the Tessary Service may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and you further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Tessary Service.
  10. Software
    1. Our Proprietary Rights
      You acknowledge and agree that Custodia and/or our licensors own all legal rights, title and interests in and to the Tessary Service, including but not limited to graphics, user interface, the scripts and software used to implement the Tessary Service, and any software provided to you as a part of and/or in connection with the Tessary Service (the “Software”), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Tessary Service (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Tessary Service in compliance with this Agreement. No portion of the Tessary Service may be reproduced in any form or by any means, except as expressly permitted in these terms.
    2. License from us
      So long as you comply with this Agreement, we will give you a limited, non-exclusive, non-transferable, revocable license to use the Software, solely for the purpose of using the Tessary Service. THE USE OF THE SOFTWARE OR ANY PART OF THE TESSARY SERVICE, EXCEPT FOR USE OF THE TESSARY SERVICE AS PERMITTED IN THIS AGREEMENT, 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.
    3. Updates
      From time to time, we may amend any aspect of the Tessary Service (including the Software and other Tessary Service websites, products or applications), without prior notice to you. In order to continue your use of the Tessary Service, such updates may be automatically downloaded and installed onto your device or computer. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Software.
    4. Beta Services
      We may release products and features that we are still testing and evaluating. These products and services have been marked as “beta”, “preview”, “early access”, or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as our other services, so please keep that in mind. These products and services may also have specific terms and conditions that you need to agree to before you can use them.
  11. Termination
    1. Voluntary Termination by You
      You may delete your Account and/or stop using the Tessary Service at any time. If you wish to stop using the Tessary Service on your device, you may disable the Tessary Service by deleting the Tessary Service mobile application from your device. If you terminate your Account and delete your Tessary ID, you will not have access to other Custodia products and services with that Tessary ID. This action may be irreversible. Any fees paid by you prior to your termination are non-refundable (except as expressly permitted otherwise by this Agreement), including any fees paid in advance for the billing year during which you terminate. Termination of your Account shall not relieve you of any obligation to pay any accrued fees or charges.
    2. Termination by us
      We may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your Account and/or access to the Tessary Service. Cause for such termination shall include: (a) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Tessary Service; (b) a request by you to cancel or terminate your Account; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Tessary Service to you is or may become unlawful; (e) unexpected technical or security issues or problems; (f) your participation in fraudulent or illegal activities; or (g) failure to pay any fees owed by you in relation to the Tessary Service. Any such termination or suspension shall be made by us in our sole discretion and we will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Tessary Service.
      In addition, we may terminate your Account upon prior notice via email to the address associated with your Account if (a) your Account has been inactive for one (1) year; or (b) there is a general discontinuance or material modification to the Tessary Service or any part thereof. Any such termination or suspension shall be made by us in our sole discretion and we will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Tessary Service, though we will refund pro rata any pre-paid fees or amounts.
    3. Effects of Termination
      Upon termination of your Account you may lose all access to the Tessary Service and any portions thereof, including, but not limited to, your Account, Tessary ID, and any Content that you may have uploaded onto the Tessary Service systems. In addition, after a period of time, we will delete information and data stored in or as a part of your Account(s). Any individual components of the Tessary Service that you may have used subject to separate software license agreements will also be terminated in accordance with those license agreements.
  12. Links and Other Third Party Materials
    Certain content, components or features of the Tessary Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because we may have no, or limited, control over such third party sites and/or materials, you acknowledge and agree that we are not responsible for the availability of such sites or resources, and do not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.
  13. Disclaimer of Warranties, Limitation of Liability, and Indemnification
    1. Disclaimer of Warranties
      1. THE EXCLUSION OF CERTAIN WARRANTIES BELOW SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY LAW.
      2. WE SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE TESSARY SERVICE. THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.
      3. WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE TESSARY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE TESSARY SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE TESSARY SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
      4. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE TESSARY SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, CUSTODIA AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, CUSTODIA AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE TESSARY SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE TESSARY SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE TESSARY SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED, AND (V) RELATES TO THE ADMISSIBILITY, OR PROBATIVE VALUE, IN A COURT OF LAW OF ANY CONTENT STORED OR DISTRIBUTED VIA THE TESSARY SERVICE.
      5. WE DO NOT REPRESENT OR GUARANTEE THAT THE TESSARY SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND WE DISCLAIM ANY LIABILITY RELATING THERETO.
      6. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE TESSARY SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE TESSARY SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE TESSARY SERVICE MAY LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
    2. Limitation of Liability
      1. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR OUR, OR OUR AFFILIATES’, FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL WE, OUR AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR:
        1. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR
        2. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
      2. THIS WILL BE REGARDLESS OF WHETHER OR NOT WE OR ANY OF OUR AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
      3. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, CUSTODIA, OUR AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE TESSARY SERVICES FOR GREATER THAN THE AMOUNTS PAID BY YOU TO CUSTODIA FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.
    3. Indemnification
      You agree to defend, indemnify and hold harmless Custodia, our affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Tessary Service; (b) your use of the Tessary Service; (c) any violation by you of this Agreement; (d) any action taken by Custodia 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; or (e) your violation of any rights of another. This means that you cannot sue Custodia, our affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors as a result of its decision to remove or refuse to process any information or Content, to warn you, to suspend or terminate your access to the Tessary Service, or to take any other action during the investigation of a suspected violation or as a result of Custodia’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. This obligation shall survive the termination or expiration of this Agreement and/or your use of the Tessary Service. You acknowledge that you are responsible for all use of the Tessary Service using your Account, and that this Agreement applies to any and all usage of your Account. You agree to comply with this Agreement and to defend, indemnify and hold harmless Custodia from and against any and all claims and demands arising from usage of your Account, whether or not such usage is expressly authorised by you. You shall, at your own cost, when required by us or any regulatory authorities, assist us or such regulatory authorities in any investigation relating to the Tessary Service.
  14. General
    1. Notices
      We may provide you with notices regarding the Tessary Service, including changes to this Agreement, by email to your email address, or SMS, by regular mail, or by postings on our website and/or the Tessary Service.
    2. Governing Law
      1. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Custodia shall be governed by the laws of Singapore.
      2. Any dispute, controversy, or difference arising out of or in connection with these Terms of Use shall first be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with the SMC’s Mediation Procedure for the time being in force. Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 28 days thereof. Unless otherwise agreed by the parties, the mediator(s) will be appointed by the SMC. The mediation will take place in Singapore in the English language and parties agree to participate in the mediation in good faith and agree to be bound by and undertake to abide by the terms of any settlement agreement reached.
      3. This Clause 2(c) applies where mediation is unsuccessful. Any dispute, controversy, or difference arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (the “SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this Clause 13.2(c).
        1. The seat of the arbitration shall be Singapore.
        2. The arbitral tribunal shall consist of one (1) arbitrator.
        3. The language of the arbitration shall be English.
      4. Specifically excluded from application to this Agreement is the law known as the United Nations Convention on the International Sale of Goods.
    3. Miscellaneous
      1. This Agreement together with the Privacy Policy, constitutes the entire agreement between you and Custodia, and governs your use of the Tessary Service and completely replaces any prior agreements between you and Custodia in relation to the Tessary Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third party content, or third party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Custodia to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
      2. Unless expressly provided, nothing in this Agreement shall create, between you and us, a partnership, joint venture, agency, bailment, or a trust. For the avoidance of doubt, in no circumstance will this Agreement give rise to fiduciary duties on our part in relation to your estate. No party shall hold itself out as contrary to the terms of this Clause 3(b) and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.
  15. Electronic Contracting
    Your use of the Tessary Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.