Terms

Updated as of October 2022

We provide technologies, services and products to help protect and secure data and digital assets. Our tools can be used to facilitate estate planning, financial planning, succession planning, transactions and partnerships. Our mission is to empower comprehensive planning for data and digital assets. Our technologies, services and products can help you improve your own security, but they should not be a substitute for good security hygiene, thoughtful planning or advice from your legal, financial, wealth management, tax and other professional advisors.

These terms (“Terms”) govern your access to, use of and continued use of the technologies, services and products that we provide (including any websites, mobile applications, software or other products or services) (collectively, “Services”), except where we expressly state that separate terms (and not these) apply. The Services are provided by Second Key (“we”, “us”, or the “Company”). By accessing, using or continuing to use any of our Services, you agree to be bound by these Terms and all terms incorporated by reference. If you do not agree to all of these Terms, then you may not access, use or continue to use any of our Services. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us. In the event of any conflict between such an agreement and these Terms, the former shall prevail. If you are using the Services on behalf of or as an agent of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you, such entity or any other representative or agent of such entity violates these Terms.

We strive to improve our Services and develop new features to make our Services better for you. As part of that, we may need to change, modify or update these Terms from time to time in our sole discretion, and you will be bound by those new Terms if you continue to use any of our Services. If we make changes to these Terms, we will provide notice of such changes, such as by providing notice through the Services, or by updating the date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure that you understand them and how they apply to your access to, use of and continued use of the Services. If you do not agree to any amended or added Terms, you must immediately stop using the Services.

  1. Services

Our Services assist in the management of digital information and data, which we refer to as “Assets.” Assets are organized into databases, and databases are then encrypted and stored as encrypted files. Assets are stored exclusively in encrypted form, and users agree not to send us any Assets in unencrypted form. Assets can only be accessed by one or more keys which are held by owners of the Assets and the “Stewards” they designate for those Assets. Stewards are an integral part of the security of the Services and are required to recover Assets. We might assist Asset owners and Stewards in generating keys through the Services, but we do not save or retain any copies of those keys. We never see your Assets in unencrypted form and we are not capable of decrypting them without the keys which are held exclusively by owners or Stewards. You agree not to share or disclose any such key except in the case of an authorized “Recovery Process.”

Following a “Triggering Event,” such as the death or incapacitation of an Asset owner or other event determined by us and the Asset owner during onboarding, we can help the designated Steward recover the Assets through an authorized Recovery Process. As part of a Recovery Process, designated Stewards will need to confirm for us that the Triggering Event has occurred. We use one or more validation techniques as part of a Recovery Process, which we might change, modify or update from time to time in our ongoing effort to protect users. Although we help facilitate the recovery of Assets in these scenarios, Assets can only be recovered using the keys held by the Stewards and can only be accessed by the Steward(s) designated to receive access. Because of the structure of our no-knowledge security warehousing, Assets cannot be recovered if certain keys are lost or forgotten.

When a group of Stewards is designated in connection with particular Assets, only such group of Stewards will be able to recover those encrypted Assets, and only following your death or other Triggering Event. Among that group of Stewards, only the Steward(s) designated to receive access to the Assets is authorized to access the Assets. We hope to expand our Services and make them available to users in many countries, but in order to ensure the security and integrity of the Services, we are limiting access to users with government identification documents in select countries only, and this may limit who can use Services or be named as a Steward. You acknowledge that if a Steward changes his or her citizenship and no longer maintains current government identification documents from a supported country, that could lead to a Recovery Process being impaired, delayed or otherwise unable to be completed. In providing the Services, we are acting as a custodian under the Revised Uniform Fiduciary Access to Digital Assets Act and any similar or successor law, to the extent applicable, and our Services constitute online tools for purposes of such laws. Notwithstanding any Power of Attorney or will or similar document that purports to authorize any other person to receive, access or recover Assets, you acknowledge and agree that these Terms shall govern and that we are not required to provide any such person with access to Assets. In connection with any Recovery Process, we may also request additional documentation, such as copies of death certificates, court orders, estate planning documents, legal authorization, powers of attorney or other documents. We may restrict or delay access to Assets following any initiated Recovery Process, and we are not responsible for any loss impacting the Assets due to such restriction, delay or otherwise. If we are unable to validate the identification of a Steward or a Triggering Event during a Recovery Process, we reserve the right to withhold Assets in our discretion. In the event of a dispute, court order, or other legal process regarding access to Assets, we will endeavor to protect your Assets but we reserve the right to withhold or provide access to Assets in our discretion in response to a court order or other legal obligation. If a subscription is terminated or lapses prior to a Triggering Event, due to failure to pay or otherwise, we have no further obligation to such Asset owner or their respective Stewards, including regarding the underlying Assets, and may retain or destroy the Assets in our discretion. If we retain Assets following a termination or lapse of a subscription, we may condition any Recovery Process on payment of past subscription fees and a separate lapsed subscription fee determined in our sole discretion. Following any completed Recovery Process, we have no further obligation to the Asset owner or Stewards, including regarding the Assets, and may retain or destroy the Assets in our discretion. We will not be liable for any failure or delay arising from or attributable in whole or in part to a matter beyond our reasonable control, including an act of God, accident, riot, war, terrorism, epidemic, pandemic, quarantine, civil commotion, loss of network, loss of internet, loss of power, cyberattack, natural catastrophe, disaster, government act or omission, change in law or regulation, strike, fire, explosion, or similar event or circumstance.

You acknowledge that some or all of the Assets may be governed by or subject to protections from the U.S. Stored Communications Act, the U.S. Computer Fraud and Abuse Act, the Revised Uniform Fiduciary Access to Digital Assets Act and other federal, state and local laws, including similar and successor laws. You acknowledge that some or all of the Assets may also be subject to other terms and conditions of other third party providers or custodians. Any person or entity that uses the Services and then uses or accesses Assets in violation of any obligation (legal or otherwise) agrees to be solely responsible for and agrees to indemnify and hold the Company harmless from any such use or access of Assets.

Payment for Services is on a subscription basis, and we work with Stripe to accept payments and manage subscriptions. They will only use your payment data in accordance with the permissions you grant, and based on their Privacy Policy. You can cancel at any time.

If you are using the Services in your capacity as a Steward, then we help you manage these processes for those that entrust their Assets in your stewardship. Certain firms acting as Stewards may be considered “Professional Stewards” that may have additional features and options that can only be accessed by Professional Stewards. Any person(s) holding themselves out as a Steward represents and warrants that he or she is the individual that he or she purports to be and, if he or she purports to be acting on behalf of an entity, that he or she has full power and authority to act on behalf of such entity. Any person(s) holding themselves out as a Steward represents and warrants that they are not acting on any other person’s behalf. If any person(s) holding themselves out as a Steward attempts a Recovery Process following a user’s death, he or she represents and warrants that the user is deceased, and that they have authority to access the user’s Assets. As part of each Recovery Process, Company is only providing access to a user’s encrypted database of Assets, and does not purport to transfer, does not transfer, and shall not be deemed to transfer any ownership interest in or to such Assets. All users are expressly prohibited from accessing, disclosing, revealing, transferring, assigning, encumbering, destroying, impairing, interfering with or otherwise using the Assets in any manner that is contrary to or not permitted by applicable law, including in any manner in which they are not legally authorized. Professional Stewards that have accounts associated with a firm or company and users that use such Professional Stewards acknowledge and agree that such Professional Steward is solely responsible for the key(s) associated with such Professional Steward. In the event such Professional Steward retires, submits a written request to us, dies or otherwise becomes incapacitated, such key(s) will be transferred to and retained and managed by another representative at such firm or company. To the extent such a Professional Steward’s association or relationship with such firm or company terminates, such key(s) may be retained by the Professional Steward or transferred to and retained and managed by another representative at such firm or company. We will not be liable in connection with any such change or transfer.

We reserve the right to suspend or terminate your account, and access to your account, in our sole discretion. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Services, (c) do not have more than one online account with us (except that you may also be a Steward for another user), and (d) have full power and authority to agree to these Terms. You further agree to (and will be solely responsible for ensuring that you): (a) provide accurate, current and complete information and permit us to correct that information where it is known to be incorrect or incomplete, (b) maintain and promptly update your information, (c) maintain the security of your electronic devices (including hardware security modules, flash drives, authenticators, laptops, computers, mobile phones, storage devices and other devices) and electronic applications (including password managers, digital vaults, digital wallets and other third party applications) and any other resource (including physical vaults, safes, locks, policies, protocols) that you use in connection with the Services, (d) maintain the security of your passphrases and keys, and accept all risks of unauthorized access to your account and the information you provide to us (and, if applicable, any loss or compromise of any key), and (e) promptly notify us if you discover or otherwise suspect any loss, compromise or other potential security breach related to the Services.

  1. Security

Our security architecture and technology are proprietary and confidential. You agree not to use any of our Services in a manner not contemplated by these Terms or in a manner intended to access any Assets without authority. To the extent we disclose to you or you learn any details of our security architecture, you agree to keep such information confidential.

We work with Stripe and other partners to conduct identity verification online. These partners help us confirm identities by conducting one or more of the following checks: (a) capture images of the front and back of your government-issued photo ID and review to ensure that the document is authentic; (b) capture photos of your face and review to confirm that the photo ID belongs to you, including using distinctive physiological characteristics of your face (known as biometric identifiers) to match the photos of your face with the photo on the ID document; (c) collect your name, date of birth, and government ID number, and validate that it is real by checking this information against a global set of databases to confirm that it exists; (d) ask challenge questions based on public records searches. Our partners will ask for your consent before collecting and using your information. They will only use your verification data in accordance with the permissions you grant before starting the verification process, and based on their respective privacy policies. Similarly, we will only use your verification data in accordance with these permissions and based on our own Privacy Policy. We will also work with government agencies and other third parties to verify that a Triggering Event has occurred, during which we may disclose certain information about you to such parties as part of such verification.

The Services rely on encryption executed locally on users’ devices. We are not responsible for malware, spyware, recording devices or other software that interacts or interferes with the Services. Similarly, users must use good security hygiene when inputting, generating, storing, accessing or otherwise interacting with Assets, keys or other data as part of the Services. Stewards are responsible for securing their keys and managing the security over such keys. We are not responsible for any security vulnerability or compromise occurring as a result of any failure by users to secure their own software, passphrases, keys, electronic devices, electronic applications or other resources used in connection with the Services.

  1. Intellectual Property

The Services and all content and other materials therein, including Company logos, designs, text, graphics, pictures, information, data, software, sound files, video files, other files, and the selection and arrangement thereof (“Content”) are the property of Company or our licensors, and are protected by international copyright laws. You have a limited, revocable, non-exclusive, non-sublicensable license to access and use the Services and Content subject to these Terms. This license does not include any right to (a) resell the Services or the Content, (b) use the Services or Content in any way not contemplated by these Terms, (c) modify, reverse engineer or make any derivative use of the Services or Content or any portion thereof, (d) use any data mining, data gathering or data extraction methods, (e) download or copy (other than page caching) any portion of the Services or Content, or (f) use any Services or Content other than for their intended purposes as expressly described in these Terms. Any improper or prohibited use will cause such license to terminate automatically. This license is revocable at any time and for any reason or no reason. Notwithstanding anything to the contrary in these Terms, the Services may contain software components that are subject to separate license terms, in which case those license terms will apply to the access and use of such software components. Notwithstanding the foregoing, in the event any open source software is used and subject to a broader mandatory license, the portions of such software required to be subject to a broader mandatory license will be subject to such license.

The Company logos and other product or service names, logos and slogans that may appear on the Services are trademarks of the Company, and may not be copied, imitated or used, in whole or in part. You may not use any metatags or other hidden text using any Company name or trademark.

The Company makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Services, or third-parties linking to the Services. We are not responsible for the contents of any linked site, which we provide only as a convenience, and such inclusion does not imply affiliation, endorsement or adoption by us of any third-party website or any information contained therein. This may include advertisements and promotions from third parties that are displayed on the Services, and any arrangements between you and such third parties are solely between you and such third parties.

  1. Privacy

Please refer to our Privacy Policy for information about how we collect, use and disclose information in relation to our Services. By using the Services, you consent to the Company and our representatives contacting you using the contact information that you provide to us.

We use Stripe Identity and other partners for identity verification. Our partners collect identity document images, facial images, ID numbers and addresses as well as advanced fraud signals and information about the devices that connect to its services, and share this information with us and also use this information to operate and improve the services they provide, including for fraud detection. You may also choose to allow our partners to use your data for other purposes.

  1. Additional provisions

We work hard to provide the best Services we can, but our Services are provided “as is,” and we make no guarantees that they always will be safe, secure or error-free, or that they will function without disruptions, delays or imperfections. You acknowledge and agree that it is your responsibility to ensure the safety and security of your Assets and keys and, if applicable as a Steward, it is your responsibility for ensuring the safety and security of your keys. You acknowledge and agree that we have no responsibility for any Assets or keys that are lost, stolen, forgotten or otherwise compromised. To the extent permitted by law, we also disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We reserve the right to change all or any portion of the Services, and to modify, suspend or discontinue the Services or any feature or functionality of the Services at any time without notice and without obligation or liability to you or any other party. You acknowledge and agree that our liability (including for our employees, agents, owners, managers, affiliates and representatives) shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, lost use, lost revenues, lost information or lost data, or consequential, special, indirect, exemplary, punitive or incidental damages arising out of or related to these Terms or the Services (however caused, and on any theory of liability, including negligence), even if we have been advised of the possibility of such damages. You further acknowledge and agree that our aggregate liability (including for our employees, agents, owners, managers, affiliates and representatives) arising out of or relating to these Terms or the Services will not exceed the greater of $100 or the amount you have paid us in subscription fees during the past twelve months. You acknowledge that we are not required to maintain insurance or a particular amount of insurance coverage, and that you will not rely on any insurance coverage in determining whether to use the Services. You, and any entity which you represent in using the Services, will hold harmless and indemnify the Company and its employees, agents, owners, managers, affiliates and representatives from any claim, action or proceeding arising from or related to the use of the Services or violation of these Terms.

You agree that any claim, cause of action or dispute between you and us that arises out of or relates to these Terms or the Services shall be resolved exclusively in the U.S. District Court for the District of Utah or a Utah state court located in Salt Lake County, Utah, USA. You also agree to submit to the personal jurisdiction of these courts for the purpose of litigating any such claim, and that the laws of the State of Utah will govern these Terms and any claim, cause of action or dispute without regard to conflict of law provisions. Without prejudice to the foregoing, you agree that Company may, in its sole discretion, bring any claim, cause of action or dispute we have against you in any competent court that has jurisdiction over the claim.

These Terms supersede any prior Terms and, together with any separate agreement between you and the Company then in effect, make up the entire agreement between you and Company regarding the Services. To the extent any Services are also governed by supplemental terms, those will become part of these Terms. If any provision of these Terms is found to be unlawful, void or otherwise unenforceable, then that unenforceable portion will be deemed amended to the minimum extent necessary to make it enforceable, and if it cannot be made enforceable, then it will be severed and the remaining portion will remain in full force and effect. No failure or delay in our enforcement of these Terms will constitute a waiver. Any amendment or waiver of these Terms must either be updated on our website by us or in a writing signed by us.

We may transfer all or any of our rights or obligations under these Terms, including in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise. Your rights and obligations under these Terms are not transferable, and any attempted transfer shall be null and void ab initio. Except for the limitation of liability terms, these Terms do not confer any third-party beneficiary rights. We welcome your feedback and suggestions about our Services, and you agree that we may use any such feedback and suggestions without any restriction and without any obligation to compensate you, and you agree that we are under no obligation to keep them confidential.