Terms & Conditions

Last updated: January 31, 2024

Introduction
Users
Your Data
Data Security
Your Responsibilities and Representations
Acceptable Use Policy
License
Our Data and Intellectual Property
Subscriptions
Termination
Discontinuation of Services
Third-Party Links
Warranties, Disclaimers, and Limitations of Liability
Indemnification
Dispute Resolution
Entire Agreement
Miscellaneous
Modifications
Contact Us

1. Introduction

Eldwell, Inc. (“Eldwell”, “we”, “us”, “our”) offers software for the storage, management, and sharing of personal information and files (the “Service”) and the website https://eldwell.com for marketing the Service as well as providing useful information about a variety of topics (the “Website”).

These Terms of Service (“Terms”) cover your use and access to the Service and the Website. By accessing or using the Service or Website, you acknowledge and agree to be bound by these Terms (as applicable) and confirm that you have read and understand our Privacy Policy, which is incorporated by reference.

2. Users

You and other users of the Service and Website (collectively, “Users”) fall into one or more of the following categories:

Website Visitor: Anyone who visits or accesses the Website.
Service User: Anyone who has registered for an account with the Service. Service Users that are associated with an active Subscription have access to upload, manage, and share information and documents associated with their account. Service Users that are not associated with an active Subscription can only access and edit information and documents shared with them by a Service User with an active Subscription.
Subscriber: Anyone who manages and pays for a Subscription to the Service.

3. Your Data

When you use the Service, you must register for a user account, and you may provide us with various data through your interactions with the Service. Data stored on the Service includes the following types:

User Account Information: When you create a user account with the Service, certain account data, including your name, email address, and phone number, is stored unencrypted on our servers. Although this data is unencrypted, we take commercially reasonable measures to ensure that this data is transmitted, stored, and managed securely. This data is required to manage your account and for us to communicate with you. This data is owned by you and these Terms provide us with limited rights to manage the data. You may request that we permanently delete your account information by emailing us at [email protected].
Contact Information: When you create a contact in the Service, certain contact data, including the contact’s name, email address, and phone number, is stored unencrypted on our servers. Although this data is unencrypted, we take commercially reasonable measures to ensure that this data is transmitted, stored, and managed securely. This data is required to manage your contacts and to allow you to share data with the contact. This data is owned by you and these Terms provide us with limited rights to manage the data on your behalf. If you share data with the contact and the contact creates a User account to access the shared data, ownership of the contact data transfers to the new User account created and becomes User Account Information. If you are the owner of the contact data, you may delete it permanently by deleting the contact in the Service or by contacting us at [email protected]. If you are no longer the owner of the contact data, you can disassociate it from your account by deleting the contact in the Service or by contacting us at [email protected].
Encrypted Data: All personal information and files that you store in the Service, other than Account Contact Information detailed above, is considered Encrypted Data. This data is encrypted locally on your browser or device by the Service before being transmitted and stored on our servers. This data is never decrypted on our servers and is only shared with other users, as authorized by you in the Service. Encrypted Data associated with your account is owned by you and these Terms provide us with limited rights to manage your Encrypted Data on your behalf. You may request that we permanently delete your Encrypted Data at any time, either by deleting data within the Service or by emailing [email protected].
Metadata: In addition to the data provided by you, the Service generates various metadata, such as timestamps when records are created/edited, permission restrictions, and logs of key events. This metadata is primarily used for internal operations of the Service, but may be used for additional purposes such as product improvement. We may also share this metadata with third party partners to provide certain functionality within the Service. This metadata is owned by us. For more information about metadata, please contact us at [email protected].

4. Data Security

We are committed to protecting the security and confidentiality of your data. To uphold this commitment, we employ commercially reasonable methods, technologies, and practices to safeguard the information collected and processed through the Service.

Transmission and Encryption: All data transmitted between your device or browser and our servers is protected using Secure Socket Layer (SSL) technology. This encryption ensures that your data is transmitted securely over the internet, reducing the risk of interception by unauthorized parties.

The Service uses end-to-end encryption for transmission and storage of your personal data and files stored as Encrypted Data. This means that your data is encrypted before it leaves your device and remains encrypted while stored on our servers. At no point during this process is your data decrypted on our servers, ensuring an additional layer of security. Only you and other users that you explicitly authorize have access to the key for decrypting your data.

Access: Access to your data is strictly controlled and limited. Only you, or individuals to whom you have granted access, can view or modify your data. Our Service provides you with the tools to manage access permissions, allowing you to grant, modify, or revoke access to your data at any time, according to your discretion.

Limitations: While we strive to use advanced security measures, no system is infallible. We cannot guarantee absolute security. Potential vulnerabilities may include, but are not limited to, the use of weak or reused passwords, or the presence of malicious software on your device that could observe and capture data as it is entered. We encourage you to take proactive measures to protect your data, such as using strong, unique passwords and maintaining up-to-date antivirus software.

5. Your Responsibilities and Representations

To access the Service, you must register for a user account by providing User Account Information. You agree to provide us with accurate, complete, and current information about yourself.

You play a vital role in protecting your data. It is your responsibility to ensure the security of your account credentials and any devices through which you access our Service. We recommend that you regularly review and update your security settings and access permissions to ensure ongoing protection of your data.

You agree that you will not allow others to access the Service using your user account. Additionally, you are responsible for notifying us immediately at [email protected] if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. We will not be held liable for any loss, damages, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your account or credentials, either with or without your knowledge and/or authorization, and regardless of whether you have advised us of such unauthorized use.

You represent that you are over the age of 16.

You may use the Service and Website only as permitted by applicable law.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

6. Acceptable Use Policy

You agree to not attempt or undertake any actions that might undermine the security of the Service, including but not limited to:

probing, scanning, or testing the vulnerability of the Service;
circumventing any security or authentication measures;
accessing, tampering with, or using any non-public features of the Service;
accessing, searching, or using the Service by any means other than our publicly supported interfaces, including accessing data with the use of a script (e.g., “scraping”) or creating accounts in bulk;
building upon or extending the Service in any way without express written permission from us;
interfering with our infrastructure or disrupting the access of other users, including by sending a virus, overloading, flooding, or spamming the network;
sending unsolicited communications, promotions, advertisements, or spam; or
sending altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”

You agree to refrain from malicious, harmful, or illegal behavior while using the Service, including, but not limited to:

storing or sharing content that is fraudulent, defamatory, misleading, or violates the intellectual property rights of others;
storing or sharing content that constitutes child sexually exploitative material (including material which may not be illegal child sexual abuse material but which nonetheless sexually exploits or promotes the sexual exploitation of minors), unlawful pornography, or are otherwise indecent;
storing or sharing content that contains or promotes extreme acts of violence or terrorist activity, including extremist propaganda;
storing or sharing content that advocates bigotry, hatred, or the incitement of violence against any person or group of people based on their race, religion, ethnicity, national origin, sex, gender identify, sexual orientation, disability, impairment, or any other characteristic(s) associated with systematic discrimination or marginalization;
engaging in any type of fraud, including impersonating another person or entity, sharing , or attempting to access the Service without required payment;
harassing or abusing any personnel, representatives, agents performing services on behalf of Eldwell;
violating the privacy rights of others, including storing or sharing other people’s confidential or identifying information without authorization or for the purpose of harassing, exposing, harming, or exploiting them;
using the Service in any way that violates federal, state, or local law; or
using the Service for purposes other than those intended

We reserve the right to take appropriate action in response to violations of this policy, which could include addressing specific issues with content or suspending or terminating your access to the Service.

Although much of the data stored in the Service is Encrypted Data and is inaccessible to us, you agree to abide by these Acceptable Use terms for all interactions you have with the Service and for all data you store in the Service.

7. License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Service and Website only for your own personal use. We may revoke this license at any time, at our sole discretion.

8. Our Data and Intellectual Property

The Service and Website, including all source code, metadata, branding, and information other than your data, constitute our intellectual property and are protected by copyright, trademark, and other US and foreign laws. These Terms do not grant you any right, title, or interest in the Service or Website, other users’ data, or our intellectual property.

We welcome your feedback about the Service or Website and provide several avenues for you to provide feedback to us. When you provide feedback, you agree that we may use such feedback for any purpose at our sole discretion without any compensation or obligation to you.

9. Subscriptions

We currently offer two ongoing subscription plans (“Subscriptions”) to customers:

An Individual Subscription includes one (1) Service User Account.
A Family Subscription includes an unlimited number of Service User Accounts.

All subscription plans allow associated Service User Accounts to enter structured personal data into the Service, upload an unlimited number of files to the Service, and share personal information and files with an unlimited number of contacts.

We reserve the right to amend the definitions and limitations of our Subscriptions at any time.

Payment Processor: We currently use Stripe, Inc. as our third-party payment processor to bill you for your Subscription(s). All information regarding your payments to us, including sensitive billing information, is managed via Stripe and is not held by Eldwell. The processing of payments is subject to the terms, conditions, and privacy policies of Stripe and can be found on their website at the time of payment.

Term: The term for all Subscriptions is one (1) year.

Automatic Renewal: All Subscriptions will automatically renew for a new one (1) year term on an annual basis unless you cancel the subscription on or before the renewal date. We will notify you 30 days prior to your renewal date about your upcoming renewal.

Cancellation: You can cancel your subscription at any time from the Settings page of the Service or by emailing us at [email protected].

Refunds: If you cancel your Subscription, a refund will not be provided for any time remaining, unless required by law.

10. Termination

Your Right to Terminate: You are free to discontinue using the Service at any time. To cancel your account and delete all associated data, please contact our support team at [email protected].

Our Right to Suspend or Terminate: We reserve the right to suspend or terminate your access to the Service at our discretion, for any reason or no reason.

Notice and Opportunity to Remedy: In most cases, if issues arise with your account, we will provide advance notice via the email associated with your account, along with instructions on how to address these issues. If you fail to take the requested steps after such notice, we reserve the right to suspend your access to the Service.

If your account is suspended (including for non-payment), your data will be retained for 12 months before permanent deletion. During this period, you may resolve the issues leading to suspension and potentially have your account reinstated. While your account is suspended, you will not have access to your personal data stored in the Service. However, you can request permanent deletion of your data by contacting [email protected].

If the suspension period of 12 months lapses without resolution, your account will be terminated, and all data may be permanently deleted.

Immediate Suspension for Legal or Operational Reasons: If we reasonably believe that maintaining access to your account poses legal risks, compromises our ability to provide the Service to others, or is prohibited by law, we may suspend your account immediately without notice.

Following such a suspension, we will evaluate whether your account is eligible for re-activation. If it is deemed ineligible, your account will be terminated, and your data may be permanently deleted. You retain the right to request deletion of your data during suspension by emailing [email protected] and we will comply with your request unless legally prohibited.

11. Discontinuation of Services

Right to Discontinue: We reserve the right to discontinue the Service, either temporarily or permanently, in response to exceptional and unforeseen circumstances or events beyond our control. These may include, but are not limited to, natural disasters, significant operational disruptions, or the need to comply with legal or regulatory requirements.

Notice of Discontinuation: In the event that we must discontinue the Service, we are committed to providing you with as much advance notice as possible. Our goal is to minimize any inconvenience to you and to provide sufficient time for you to make alternative arrangements.

Access to Your Data: In cases where the Service is discontinued, we will, to the extent possible, provide you with access to your stored data for at least 30 days from the date of notification. This is to enable you to retrieve any information or content you may need. Please note that this access is contingent on the nature of the discontinuation and may not be feasible in all circumstances.

Refunds for Subscribers: If you are a Subscriber with a pre-paid plan, and the Service is discontinued before the end of your paid period, we will issue a pro-rated refund. This refund will correspond to the portion of the service period that you have prepaid for but will not receive due to the discontinuation.

Limitations: While we aim to accommodate our users in the event of a discontinuation, it is important to acknowledge that certain scenarios may limit our ability to provide advance notice, extended access to data, or refunds. We will endeavor to act in the best interest of our users within the constraints of the situation.

12. Third Party Links

Our Service may contain links to third-party web sites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

13. Warranties, Disclaimers, and Limitations of Liability

The Service and Website are provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, we, on our own behalf and on behalf of our affiliates and our and their respective licensors and service providers, expressly disclaim all warranties, whether express, implied, statutory, or otherwise, with respect to the Service and Website, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, we provide no warranty or undertaking, and make no representation of any kind that the Service or Website will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Eldwell nor any of our affiliates makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service or Website, or the information, content, and materials or products included thereon; (ii) that the Service or Website will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service or Website; or (iv) that the Service and Website, its servers, the content, or e-mails sent from or on behalf of Eldwell are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold Eldwell, its affiliates, and its respective officers, directors, employees, members, shareholders, contractors, or representatives harmless from and against any claim or demand, including without limitation, reasonable attorneys’ fees, made in connection with or arising out of your use of the Service and Website, your connection to the Service or Website, your violation of these Terms, your violation of an applicable law, your submission, posting, or transmission of content to the Service or Website, and/or your violation of any rights of another individual or entity. We reserve the right to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

15. Dispute Resolution

We want to resolve any issues or concerns you have with the Service without the need for formal legal proceedings. Before filing a claim against Eldwell, you agree to send us a written Notice of Dispute to [email protected] that includes your name, contact information, a detailed description of your issue, and the relief you seek. You agree to grant us a reasonable time period, of no less than 60 days, to address the issue to your satisfaction. If the dispute is not resolved during this period, either you or Eldwell may initial formal legal proceedings. To resolve disputes that reach this stage, both parties agree to engage in binding arbitration, which offers a more streamlined and less formal process than traditional court proceedings, with the aim of achieving a prompt and fair resolution.

16. Entire Agreement

This Agreement, including any terms, conditions, policies, and notices referenced herein, constitutes the entire agreement between you and Eldwell. It supersedes all prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between you and us regarding the Service.

17. Miscellaneous

Governing Law: This Agreement and its Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict of law principles. However, it is acknowledged that certain jurisdictions, including countries within the European Union, mandate that local laws of the consumer's country govern contracts. In such instances, this clause shall not override those mandatory consumer protection laws and regulations. Where local laws are applicable, they shall take precedence, and this Agreement shall be subject to amendment to the extent necessary to comply with such local laws.

Waiver: Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Assignment: You may not assign, delegate, or transfer these Terms, or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Translation: These Terms may have been translated for Your convenience, either by Us or by a third-party translation service. You agree that the original English text shall prevail in the case of a dispute.

18. Modifications

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Service or Website after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Website and the Service.

19. Contact Us

If you have any questions about these Terms, you can contact us at [email protected].