Password Manager Terms & Conditions

General

Password Manager, Inc. (“Password Manager”) provides, markets and sells Password Manager, a mobile and desktop security software program to individuals, municipalities, educational institutions, financial institutions and general businesses. Password Manager allows end users to enter, store, secure, backup, share and restore confidential and sensitive “micro-data” and “files” on computers and mobile devices for the purpose of protecting this information from the public. Micro-data is a term that applies to short strings of data that are critical to end users (e.g. website logins, passwords, social security numbers, bank account numbers, access codes, pin codes and private notes). Files may include private documents, personal photos and videos. Password Manager utilises strong encryption using a 256-bit cipher and is approved for export by the U.S. Department of Commerce Bureau of Industry and Security under license #5D992. Password Manager is herein referred to as “Password Manager”, “System” or “Software”.

Please read these Terms of Use carefully. The following are the terms of use for your subscription to Password Manager and use of the Software. By using Password Manager software you accept these terms of use. These terms of use are not assignable by you to anyone else.

Responsibilities & Restrictions

Password Manager software is used by millions of people globally to protect and store their passwords and private information. The Software may only be used for lawful purposes and as accordingly, you agree to not misuse Password Manager. When using the Software, you agree:

Not to upload, post, email or transmit otherwise any material that contains software viruses, trojan horses, worms, files or programs intended to interrupt, destroy, deface or limit the use, access or functionality of the Software.

Not to upload, post, email or transmit otherwise any material that is illegal, pornographic, abusive or obscene.

Not to upload, post, email or transmit otherwise any material that violates the privacy or intellectual property rights of others.

Not to “Reverse Engineer”, change, modify, hack, translate, copy, distribute, pledge, assign, transfer, make derivative works, exploit, encumber or crack any portion of the Software.

Unless you are an authorised reseller of the Software, you may not display, copy, reproduce, license or distribute the Software, any component thereof, any documentation provided in connection with the Software, or any content, including but not limited to newsletters distributed to you by Password Manager in connection with the Software.

Password Manager, in its sole discretion, may remove content and block user access to any content that it determines to be illegal, threatening, pornographic, abusive, obscene or in violation of another party’s intellectual property.

Your Master Password

You hereby understand that upon using the Software, you will be required to create a “Master Password.” The Master Password will be used by you and only you.

You are responsible for maintaining the security of your Master Password and Password Manager records entered, imported and exported using the Software. Password Manager has no knowledge of your Master Password and will not ask or be permitted to ask for your Master Password. Password Manager, will not under any circumstances, have access to your Master Password or the records stored in Password Manager.

You agree to not issue your Master Password to any third parties and shall not, under any circumstances, issue your Master Password to any customer support representative of Password Manager in the event you contact Password Manager for Software assistance. Generally, you will agree to not share your Master Password with any employee, agent, officer or director of Password Manager. Password Manager shall not be responsible for the actions of any individuals who misuse or misappropriate your Password Manager information or other any of your assets using your Master Password or the information stored in Password Manager.

Please remember your Master Password. If you lose or forget your Master Password, Password Manager will not be able to assist you in gaining access to your records since Password Manager does not have access to or knowledge of your Master Password. Again, it is imperative to not forget your Master Password since this is required to gain access to your records stored in Password Manager.

Maintenance of Your Password Manager Records

Micro-data and files stored in your Password Manager vault are referred to as “Password Manager Records.” Password Manager will maintain an encrypted binary file of your Password Manager records on Password Manager’s Cloud Security Vault™, provided that you are a paid-subscriber of the Software. The binary is created when you backup your records and is stored in the event that you need to recover your information due to local system crash, damage, loss or hack attempt that results in the self-destruction of your records. The Cloud Security Vault is also used to enable seamless synchronization of your records on your devices where Password Manager is installed.

If your subscription expires and you choose not to renew your subscription within 90 days, Password Manager reserves the right to delete any Password Manager records contained in your account that have files (e.g. documents, photos, videos, etc.) contained in them. Notice will be sent to you prior to termination based on the email address associated with your Password Manager account. Expired user accounts convert to a Free User account.

A Free User of the software is permitted to use Password Manager on one mobile device without the ability to backup, restore, share or save their records outside of the one mobile device. If the device or data is lost or stolen, a Free User will not be able to restore their records. Free User accounts are allowed to upload and store five (5) files in their Password Manager vault subject to a maximum storage size of 100MB. After this file limit, a Free User will be required to buy a paid storage plan.

Free User accounts are allowed to have up to two (2) vault records that contain Two-Factor TOTP codes. To use more Two-Factor codes within vault records a Free User will be required to purchase a paid Password Manager plan (such as Unlimited, Family, Business, or Enterprise).

If you are a free user who has not utilised the Software within 12 months, Password Manager reserves the right to terminate and delete your account. Notice will be sent to you prior to termination based on the email address associated with your Password Manager account.

All users of the Software are required to adopt and maintain the Privacy Policy, which may be modified by Password Manager from time to time.

Violation of these responsibilities and restrictions may result in the termination of this Agreement.

Software and Support

Password Manager requires an Internet connection to function on Cloud-based software platforms such as web browsers and browser extensions. Your information created in Password Manager is transmitted to Password Manager’s Cloud Security Vault using a 256-bit encrypted Secure Socket Layer (TLS) connection. Your information is securely encrypted with 256-bit AES ciphers. Password Manager employees do not have access to your records. We cannot help you retrieve your records if you forget your Master Password. Information such as your IP address and login information is utilised for your security and protection.

The Software provided is subject to this Agreement, as it may be amended by Password Manager Inc., and any guidelines, rules or operating policies that Password Manager Inc. may establish and post from time to time (this “Agreement” including without limitation Password Manager Inc.’s Privacy Policy, as linked from all email generated from Password Manager Inc. or otherwise furnished to you (the “Policy” (unless otherwise stated, all references to the Agreement shall include the Policy).

Age of Use

The Software is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software is not available to individuals under the age of 18. By using the Software, you represent that you are over the age of 18. If you do not qualify, you are not permitted to use the Software. If you are using Password Manager in your capacity as an employee under an administered program, you must have authorization to use the Software by your administrator.

Password Manager will not have access to your Master Password or your data. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by Password Manager or its personnel.

Subscription Fees, Payment Terms and Refund Policy

Subscription Fees

The fees charged by Password Manager are referred to as Subscription Fees. The Software is subject to monthly Subscription Fees to operate the Software on more than one mobile device or computer or to gain access to enhanced features which include, without limitation: Importing / exporting records, synchronizing records to multiple devices or computers, restoring or backing up records and file storage.

Payment

As a condition for using Password Manager, you must provide us with payment. Payment for Software shall be made via direct debit as accepted by Password Manager and having sufficient payment to cover the Subscription Fees, as charged to you.

Pricing Changes

Password Manager may change the pricing of its products at anytime. Pricing changes will be published on our website. All fees and charges incurred in connection with your username and password will be billed to the payment method designated during the registration process. You are responsible for any fees or charges incurred to access the Password Manager website through an Internet access provider or third-party service.

Refunds

You may cancel your account at any time. Since the Software is delivered in full at the time of purchase and we cannot uninstall it from your device(s), you will not be issued a refund.

Right to Disable Access

Password Manager, in its sole discretion, may immediately disable your access to the Software without a refund or recourse if it believes you have violated any of the policies listed above or elsewhere in this Agreement.

Compliance with Laws; Monitoring

You shall use the Software only in compliance with this Agreement. You agree to not use this Software as a means or in a manner that violates any local, state or federal laws in the United States as well as in your country of use.

Indemnification

You hereby agree to defend, indemnify and hold harmless Password Manager, its business partners, third-party suppliers, providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute using the Software or (iii) otherwise arises from or relates to your use of the Software. In addition, you acknowledge and agree that Password Manager has the right to seek damages when you use the Software for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.

Intellectual Property Rights in Your Content

You agree that you will not use the Software to upload or transmit any contact lists, communications or content of any type that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions or content to this website or using them in connection with the Software, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to Password Manager or to any third party using the Software, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to Password Manager by email, you agree such submission is non-confidential for all purposes. If you make any submission to Password Manager or if you submit any business information, idea, concept or invention to Password Manager by email, you automatically grant or warrant that the owner of such content or intellectual property has expressly granted Password Manager a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.

Security Notification & Disclosure Policy

Password Manager takes extensive measures to protect and safeguard its internal infrastructure, Software, intellectual property, stakeholders and its customers.

In using the Software, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Password Manager. Password Manager may use this information and any technical information about your use of the Software to tailor its presentations to you, facilitate your movement through the Software or communicate separately with you. If you buy the Software as a result of solicitation by a channel partner of Password Manager, Password Manager may share your information with the channel partner and the channel partner may share related information with Password Manager. Password Manager will not provide your contact information to companies you have not authorised for that purpose unless required by law.

Please read our Privacy Policy.

The unauthorised access to Password Manager’s systems, Software and/or a user’s device which runs Password Manager is prohibited. Furthermore, the threat of disclosing or actual disclosure of any purported weakness, security flaw or degradation of our Software or systems (which are proprietary and property of Password Manager) in a public forum – is prohibited.

Warranty Disclaimer and Remedies

You agree to use Password Manager at your own risk. Password Manager does not warrant that Password Manager will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from its use. The Software is provided “as is” and Password Manager disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Your sole and exclusive remedy for any failure or non-performance of the Software shall be for Password Manager to use commercially reasonable efforts to adjust or repair the Software. Password Manager regularly makes fixes, enhancements and upgrades to its Software for the benefit of all customers on paid subscription plans.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL PASSWORD MANAGER OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS; BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF PASSWORD MANAGER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, PASSWORD MANAGER IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION [WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY OR OTHERWISE], THE MAXIMUM AGGREGATE LIABILITY OF PASSWORD MANAGER TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY PASSWORD MANAGER TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

No Implied Endorsements

In no event shall any reference to any third party or third-party Software or service be construed as an approval or endorsement by Password Manager of that third party or of any Software or service provided by a third party.

Entire Agreement

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force, in effect and enforceable.

Waivers, Severability, Modifications & Notifications

Password Manager Security and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. Password Manager Security reserves the right to modify this agreement at anytime and will publish the most updated version on our website. Your continued use of the Software shall bind you under the modified and revised terms of use. Password Manager Security reserves the right to contact you by email, at the device-level or within the Password Manager Software application to notify you of material events or important changes related to your account.

No Agency

No agency, partnership, joint venture or employment is created by your use of Password Manager. You do not have any authority of any kind to bind Password Manager Security in any respect whatsoever.

Governing Law, Venue & Jurisdiction

The Agreement shall be governed by the laws of the State of Illinois in the United States of America. Jurisdiction for any legal actions in connection with the Agreement shall be brought in the state or federal courts located in Chicago, Illinois in Cook County.

Additional Information

If you have any questions about the use of Password Manager software or these Terms of Use, please contact us at [email protected].