Terms of Service

Effective Date: 2025-12-24

1. Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “you”, or “your”) and Mesg Ltd, a private limited company registered in England and Wales (Company Number: 15167645), trading as “Upon” and “Upon Vault”, with its registered office at 86-90 Paul St, London, EC2A 4NE, United Kingdom (“Company”, “we”, “us”, “our”, or “Upon”).

By accessing our website at uponvault.com, creating an account, subscribing to our services, or otherwise using the Upon Vault service (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Service.

These Terms apply to all users of the Service, including visitors, registered users, subscribers, and any other persons who access or use the Service in any capacity.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• “Account” means the unique user account created by you to access and use the Service.
• “Beneficiary” means any individual designated by you to receive access to your Vault Contents upon the occurrence of a Trigger Event.
• “Content” means any information, data, text, files, documents, or other materials uploaded, stored, or transmitted through the Service.
• “Subscription” means your paid access to the Service for a defined period.
• “Trigger Event” means the verified death of the Account holder or other qualifying event as defined by the Service that initiates the beneficiary access process.
• “Vault” means the encrypted digital storage space provided to you through the Service.
• “Vault Contents” means all Content stored within your Vault.

3. Service Description

3.1 Overview

Upon Vault is a digital inheritance vault service designed to help you securely store information about your digital assets and ensure designated beneficiaries can access this information after your death. The Service enables you to:

• Create and maintain encrypted vaults for storing sensitive information
• Record details about digital assets including cryptocurrency wallets, online accounts, passwords, security keys, and other digital property
• Designate beneficiaries who may access your Vault Contents upon verification of a Trigger Event
• Manage and update your stored information and beneficiary designations

3.2 Nature of Service

Important: Upon Vault is an encrypted information storage and transmission service. We provide a secure platform for you to store and organize information about your digital assets. We do not:

• Hold, custody, manage, or control any actual digital assets, cryptocurrencies, or funds
• Provide financial, legal, tax, or estate planning advice
• Guarantee the accuracy, completeness, or validity of information you store
• Verify the existence, ownership, or value of any assets you describe
• Execute transactions or transfers of any assets
• Serve as a legal will, trust, or estate planning instrument
• Replace proper estate planning with qualified legal professionals

The Service is intended to supplement, not replace, proper estate planning. We strongly recommend consulting with qualified legal and financial professionals regarding your estate planning needs.

3.3 Encryption and Access

Your Vault Contents are protected using end-to-end encryption. This means:

• Only you (and your designated beneficiaries after a verified Trigger Event) can decrypt and access your Vault Contents
• We cannot access, read, or recover your encrypted Vault Contents
• If you lose your encryption credentials, we cannot recover your data
• We are technically unable to comply with requests to disclose the contents of encrypted vaults

4. Eligibility and Account Registration

4.1 Eligibility Requirements

To use the Service, you must:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher)
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using the Service under applicable laws
• Not have been previously banned or removed from the Service
• Reside in a jurisdiction where the Service is available and not prohibited

4.2 Account Creation

When creating an Account, you agree to:

• Provide accurate, current, and complete information as requested
• Maintain and promptly update your Account information to keep it accurate and complete
• Maintain the confidentiality of your login credentials and encryption keys
• Accept full responsibility for all activities that occur under your Account
• Notify us immediately of any unauthorized access to or use of your Account

4.3 Account Limitations

• Accounts are personal and non-transferable
• You may not create an Account on behalf of another person without proper legal authority
• You may not share Account credentials with others
• Business, corporate, or organizational accounts may be subject to additional terms

4.4 Account Security

You are solely responsible for:

• Creating and maintaining strong, unique passwords
• Safeguarding your encryption keys and recovery phrases
• Keeping your authentication credentials confidential
• Any activities conducted through your Account, whether or not authorized by you

We will never ask you for your password or encryption keys via email, phone, or any other communication channel. Any such requests should be treated as fraudulent.

5. Subscription, Fees, and Payment

5.1 Subscription Plans

Access to certain features of the Service requires a paid Subscription. Details of available Subscription plans, including features and pricing, are displayed on our website and at the point of purchase.

5.2 Payment Processing

All payments are processed by our third-party payment provider, Paddle.com Market Limited (“Paddle”), who acts as the Merchant of Record for all transactions. By making a purchase, you also agree to Paddle’s terms of service and privacy policy available at paddle.com.

Paddle handles all payment processing, invoicing, and sales tax/VAT collection on our behalf. Your payment details are collected and processed directly by Paddle; we do not store your full payment card information. For product support, please contact us directly at support@uponvault.com.

5.3 Billing

• Subscriptions are billed annually in advance
• Your Subscription will automatically renew at the end of each billing period unless cancelled
• You authorize Paddle to charge your designated payment method for recurring Subscription fees
• Prices are displayed inclusive of applicable taxes unless otherwise stated
• We reserve the right to change Subscription fees with at least 30 days’ notice before your next billing cycle

5.4 Failed Payments

If a payment fails:

• We may attempt to process the payment again
• We may suspend access to paid features until payment is received
• After repeated failures, your Subscription may be cancelled
• You remain responsible for any uncollected amounts

5.5 Taxes

You are responsible for all applicable taxes associated with your use of the Service, except where Paddle collects taxes on our behalf as Merchant of Record. If you are exempt from certain taxes, you must provide valid exemption documentation.

6. Refunds and Cancellation

We offer a 30-day money-back guarantee on all new Subscriptions. If you are not satisfied with the Service for any reason, you may request a full refund within 30 days of your initial purchase date.

For complete details on refunds, cancellation, renewal refunds, and our refund process, please see our Refund Policy.

6.1 Summary

• 30-day money-back guarantee for first-time subscribers
• 14-day statutory cooling-off period for UK/EU consumers (in addition to our 30-day guarantee)
• 7-day renewal refund window if you did not actively use the Service
• Refunds processed to original payment method within 5-10 business days

6.2 Cancellation

You may cancel your Subscription at any time through your Account settings or by contacting us at support@uponvault.com. Cancellation takes effect at the end of your current billing period. No refunds are provided for early cancellation except as stated in our Refund Policy.

7. Acceptable Use Policy

7.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service solely for:

• Personal, non-commercial digital inheritance planning
• Storing information about your own legitimate digital assets
• Designating beneficiaries for your digital asset information

7.2 Prohibited Conduct

You agree NOT to use the Service to:

Illegal Activities:

• Store information facilitating any illegal activity, including fraud, money laundering, tax evasion, or financing of terrorism
• Violate any applicable local, national, or international law or regulation
• Infringe upon the intellectual property rights of any third party
• Store stolen credentials, hacked account information, or unauthorized access details

Harmful Content:

• Store child sexual abuse material (CSAM) or any content exploiting minors
• Store content promoting violence, terrorism, or illegal weapons
• Store malware, viruses, or other malicious code
• Store content that is defamatory, harassing, or threatening

Service Abuse:

• Attempt to gain unauthorized access to any part of the Service or its systems
• Circumvent, disable, or interfere with security features
• Use automated means to access the Service without permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Interfere with or disrupt the integrity or performance of the Service
• Create multiple accounts to evade restrictions or abuse promotions
• Share, sell, or transfer your Account to another person
• Use the Service for any purpose other than its intended use

7.3 Compliance

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations in your jurisdiction. We do not monitor the content of encrypted vaults, but we reserve the right to take action if we become aware of violations.

8. User Content and Data

8.1 Ownership

You retain all ownership rights to the Content you store in the Service. We do not claim any ownership interest in your Vault Contents.

8.2 Responsibility for Content

You are solely responsible for:

• The accuracy, legality, and appropriateness of all Content you store
• Ensuring you have all necessary rights to store and share Content
• The consequences of storing or sharing your Content
• Backing up important information outside the Service

8.3 Content Restrictions

You represent and warrant that your Content:

• Does not violate any applicable laws or regulations
• Does not infringe any third party’s intellectual property or other rights
• Does not contain material that is harmful, threatening, abusive, or otherwise objectionable
• Is stored with proper authorization and consent where required

8.4 No Monitoring

Due to the encrypted nature of the Service, we do not and cannot monitor, review, or access your Vault Contents. You acknowledge that:

• We have no obligation to monitor Content
• We are not responsible for any Content stored in the Service
• We cannot verify the accuracy or legality of encrypted Content

8.5 Data Processing

Your personal data is processed in accordance with our Privacy Policy, which forms part of these Terms. By using the Service, you consent to such processing.

9. Beneficiary Access and Trigger Events

9.1 Beneficiary Designation

You may designate one or more beneficiaries to access your Vault Contents upon a Trigger Event. You are responsible for:

• Providing accurate contact information for beneficiaries
• Keeping beneficiary information current
• Informing beneficiaries of their designation (if desired)
• Understanding that beneficiary designations through the Service do not constitute a legal will or estate document

9.2 Trigger Event Verification

Before granting beneficiary access, we will undertake reasonable verification procedures, which may include:

• Review of death certificates or other official documentation
• Identity verification of the claiming beneficiary
• Such other verification as we deem appropriate

We reserve the right to refuse access if verification is insufficient or if we suspect fraud or misrepresentation.

9.3 Limitations

You acknowledge and agree that:

• The Service is not a substitute for proper estate planning
• Beneficiary designations do not override legal wills, trusts, or court orders
• We are not responsible for disputes among beneficiaries
• There may be delays in processing Trigger Events
• Legal requirements may affect or restrict beneficiary access
• We may be required to comply with court orders or legal processes that affect access

9.4 Release of Liability

By designating beneficiaries, you release us from any liability arising from:

• Actions taken by beneficiaries after receiving access
• Disputes between beneficiaries or with your estate
• The use or misuse of information by beneficiaries
• Delays in granting access due to verification requirements
• Compliance with legal or regulatory requirements

10. Intellectual Property

10.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, icons, images, audio, video, and other materials (excluding User Content), is owned by or licensed to Mesg Ltd and is protected by copyright, trademark, and other intellectual property laws.

“Upon”, “Upon Vault”, and associated logos and designs are trademarks of Mesg Ltd. You may not use our trademarks without prior written permission.

10.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose, subject to these Terms. This license does not include:

• Modification, copying, or distribution of the Service
• Use for any commercial or public purpose
• Reverse engineering or extraction of source code
• Removal of any copyright or proprietary notices
• Transfer of the license to any third party

10.3 Feedback

If you provide suggestions, ideas, or feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without restriction or compensation.

11. Third-Party Services

11.1 Third-Party Integrations

The Service may integrate with or contain links to third-party services, websites, or applications. We are not responsible for:

• The availability, accuracy, or content of third-party services
• The privacy practices or terms of third-party services
• Any transactions or interactions you have with third parties
• Any damages or losses arising from third-party services

11.2 Third-Party Terms

Your use of third-party services is subject to the terms and policies of those third parties. We encourage you to review third-party terms before use.

12. Disclaimers and Warranties

12.1 Service Provided “As Is”

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 No Guarantees

WE DO NOT WARRANT OR GUARANTEE THAT:

• The Service will meet your specific requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• Any errors or defects in the Service will be corrected
• The Service will be compatible with all devices or systems
• Any information obtained through the Service will be accurate or reliable
• The quality of the Service will meet your expectations

12.3 Professional Advice Disclaimer

THE SERVICE DOES NOT CONSTITUTE AND SHOULD NOT BE RELIED UPON AS LEGAL, FINANCIAL, TAX, ESTATE PLANNING, OR OTHER PROFESSIONAL ADVICE. WE ARE NOT A LAW FIRM, FINANCIAL INSTITUTION, OR LICENSED PROFESSIONAL ADVISOR. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR ADVICE SPECIFIC TO YOUR SITUATION.

12.4 Digital Asset Disclaimer

WE DO NOT HOLD, CUSTODY, OR CONTROL ANY DIGITAL ASSETS, CRYPTOCURRENCIES, OR FUNDS. WE HAVE NO RESPONSIBILITY FOR AND MAKE NO REPRESENTATIONS REGARDING THE EXISTENCE, OWNERSHIP, VALUE, SECURITY, OR TRANSFERABILITY OF ANY ASSETS YOU DESCRIBE IN THE SERVICE.

12.5 Beneficiary Access Disclaimer

WE CANNOT GUARANTEE THAT BENEFICIARIES WILL RECEIVE ACCESS TO YOUR VAULT CONTENTS. ACCESS MAY BE AFFECTED BY TECHNICAL ISSUES, LEGAL REQUIREMENTS, VERIFICATION FAILURES, OR OTHER FACTORS BEYOND OUR CONTROL.

12.6 Beta Features

From time to time, we may offer beta or experimental features. These features are provided “as is” without any warranties and may be modified or discontinued at any time without notice.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MESG LTD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages
• Loss of profits, revenue, business, or anticipated savings
• Loss of data, goodwill, or reputation
• Cost of procurement of substitute services
• Any damages arising from your use of or inability to use the Service
• Any damages arising from unauthorized access to or alteration of your Content
• Any damages arising from the conduct or content of any third party
• Any damages arising from actions taken by beneficiaries
• Any damages arising from loss of encryption keys or credentials

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

• The total amount you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim; or
• One hundred pounds sterling (£100).

13.3 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.4 Essential Purpose

YOU AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE ESSENTIAL TERMS OF THESE TERMS AND THAT WE WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.5 Consumer Rights

Nothing in these Terms shall affect your statutory rights as a consumer under applicable law, including the Consumer Rights Act 2015 (UK), to the extent such rights cannot be waived or limited by contract.

14. Indemnification

14.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Mesg Ltd, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Your use of the Service
• Your Content or information stored in the Service
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third party’s rights
• Any claims by your beneficiaries or estate
• Any dispute between you and any third party
• Your negligence or willful misconduct

14.2 Procedure

We will provide you with prompt written notice of any claim subject to indemnification. We reserve the right, at our expense, to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.

15. Termination

15.1 Termination by You

You may cancel your Subscription and/or close your Account at any time by:

• Using the account management features in the Service
• Contacting us at support@uponvault.com

Cancellation takes effect at the end of your current billing period. No refunds are provided for early cancellation except as stated in Section 6.

15.2 Termination by Us

We may suspend or terminate your Account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms
• Suspected fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• Request by law enforcement or government agencies
• Discontinuation of the Service
• Technical or security issues
• Any other reason at our sole discretion

15.3 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• We may delete your Account and all associated data after a reasonable grace period (typically 30 days)
• You remain liable for any fees accrued before termination
• Provisions that by their nature should survive termination will survive, including Sections 8.1, 10, 12, 13, 14, 16, 17, and 18

15.4 Data Retention After Termination

After Account termination, we may retain certain data as required by law or for legitimate business purposes (e.g., fraud prevention, dispute resolution). Encrypted Vault Contents that we cannot access may be scheduled for deletion according to our data retention policies.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms and any dispute arising from or related to them or the Service shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

16.2 Jurisdiction

Subject to Section 16.4, the courts of England and Wales shall have exclusive jurisdiction over any dispute arising from or related to these Terms or the Service.

16.3 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at support@uponvault.com to attempt to resolve the dispute informally. We will endeavor to resolve disputes amicably within 30 days.

16.4 Consumer Rights

If you are a consumer, you may also bring proceedings in the courts of your country of residence, and nothing in these Terms shall affect your statutory rights to bring claims in your local courts.

16.5 Class Action Waiver

To the extent permitted by law, you agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class, collective, or representative action.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Mesg Ltd regarding the Service and supersede all prior agreements, understandings, and communications.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

17.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us to be effective.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction. Any purported assignment in violation of this section shall be void.

17.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except as expressly provided herein or required by law.

17.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, strikes, power failures, telecommunications failures, or internet disruptions.

17.7 Notices

We may provide notices to you via email to the address associated with your Account, through the Service, or by posting on our website. You must send notices to us at the address provided in Section 18. Notices are deemed received when sent by email (upon sending), or when posted on our website (upon posting).

17.8 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Mesg Ltd.

17.9 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including but not limited to UK Export Control Act 2002 and applicable sanctions regulations.

17.10 Language

These Terms are drafted in English. If these Terms are translated into another language, the English version shall prevail in case of any inconsistency.

18. Contact Information

For questions, concerns, or notices regarding these Terms or the Service, please contact us:

Mesg Ltd (trading as Upon / Upon Vault)

Email: support@uponvault.com
Post: Mesg Ltd, 86-90 Paul St, London, EC2A 4NE, United Kingdom

For privacy-related inquiries, please see our Privacy Policy or contact us at the email address above.

By using the Upon Vault service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.