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Preamble

The present Terms of Service (hereinafter the "Terms") constitute a legally binding agreement (hereinafter the "Agreement") entered into between any natural person of legal capacity (hereinafter the "User") accessing, browsing, registering for or otherwise using in any manner whatsoever the "Final Capsule" platform and the associated software, applications, interfaces, communications and ancillary services (hereinafter, collectively, the "Service"), and the operator of the Service (hereinafter, interchangeably, the "Operator", "we", "us" or "our"). By any act of access or use, in whole or in part, whether or not accompanied by registration, the User irrevocably acknowledges having read, understood and accepted the Terms in their entirety, without reservation, exception or derogation, and agrees to be bound thereby to the fullest extent permitted by applicable law. Any User who does not accept the Terms in their entirety is prohibited from accessing or using the Service, and must cease any such access or use forthwith.

1. Definitions

In the Terms, the following capitalised expressions shall, unless the context otherwise requires, have the meanings ascribed below:

• Capsule: any message, document, text, image, audio, video or other digital content created, uploaded, stored or otherwise submitted by the User to the Service for the purposes of posthumous or status-conditional transmission.
• Confidant: a natural or legal person designated by the User as an intended recipient of one or more Capsules.
• SafeGuard: a natural person designated by the User as a trusted third party requested to confirm, where applicable, the User's continued existence or passing.
• Verification Cycle: the sequence of automated communications, delays and conditions described, without binding warranty, in the User-facing documentation of the Service.
• Lifetime Plan: the optional, one-off paid plan granting access to certain additional features, on the terms and subject to the limitations of Section 9.
• Force Majeure Event: any event defined at Section 14 below.
• Account: the personal, non-transferable access credentials provisioned in favour of the User.

2. Nature of the Service, Best-Effort Notification Facilitator

The Service is a best-effort technical facility enabling the User to compose, store and conditionally cause to be transmitted, by electronic means, Capsules addressed to Confidants. The Service is expressly not, and shall not be construed as, (i) a common carrier of communications, (ii) a licensed electronic communications operator, (iii) a fiduciary, bailee or custodian, (iv) a notary, executor, testamentary intermediary, estate administrator, or any other office recognised under inheritance, succession or probate law of any jurisdiction, (v) a professional adviser of any description, (vi) a healthcare, medical, psychological, social, religious or spiritual counselling service, (vii) a bereavement, grief-counselling or crisis-support service, or (viii) an insurance or risk-pooling mechanism. The Service is offered strictly "AS IS" and "AS AVAILABLE", without warranty of any kind whatsoever, whether express, implied, statutory or otherwise, to the fullest extent permitted by applicable law.

For the avoidance of doubt, the Service is a message-delivery facility only. The Operator does not examine, curate, custody, safeguard, value, advise upon, or otherwise take any responsibility for the content of any Capsule, including but not limited to access credentials, recovery information, cryptographic material, financial instructions, or any other material the User may choose to include. The User is solely responsible for deciding what to include in a Capsule, in what form, and for understanding the consequences of that choice.

3. Capacity, Eligibility and Account

The User represents, warrants and covenants that: (a) the User is of full legal age and capacity in the User's jurisdiction of residence, and in any event no less than eighteen (18) years of age; (b) the User possesses full legal capacity to enter into and perform the Agreement; (c) all information provided in the course of registration and subsequent use is accurate, current, complete and not misleading, and shall be maintained as such for so long as the Account remains active; (d) the User will keep Account credentials strictly confidential and shall be solely and unconditionally responsible for all activity conducted through the Account, irrespective of whether such activity is authorised by the User. The Operator shall be entitled, but not obliged, to request reasonable proof of identity at any time, and to suspend the Account pending the provision of such proof.

4. User Content, Grant of Licence

The User retains all intellectual-property rights in and to content uploaded or created through the Service, subject only to the narrow licence set out below. The User hereby grants to the Operator a worldwide, royalty-free, non-exclusive, fully paid-up, sublicensable and transferable licence to reproduce, store, transmit, adapt and distribute such content solely to the extent strictly required for the technical provision, operation, maintenance, backup, security, and delivery of the Service (including the delivery of Capsules to Confidants in accordance with the User's instructions). Such licence terminates upon effective deletion of the corresponding content from the Service's primary storage, subject to the residual persistence of encrypted backup copies until overwritten in the ordinary backup-rotation cycle.

The User further represents and warrants that the User holds all rights, licences, consents, permissions and authorisations necessary to grant the foregoing licence and to include in the Service any third-party content, identifier or Personal Data, and agrees to indemnify the Operator in accordance with Section 17 below against any claim to the contrary.

The User acknowledges that any material included in a Capsule is included at the User's own risk and on the User's own judgement. The User represents that the User has the legal right to transmit such material to the designated Confidants, and that such transmission complies with all applicable laws in the User's jurisdiction and in the Confidants' jurisdictions, including, without limitation, laws relating to succession, taxation, financial assets, reporting obligations and digital property.

5. Prohibited Uses

The User undertakes, as a continuing covenant throughout the term of the Agreement, not to:

• use the Service in violation of any applicable law, regulation, ordinance, order, or generally accepted industry practice, including in the jurisdictions of the Operator, the User, and any recipient of a Capsule;
• upload, store, transmit, distribute or cause to be delivered any content that is unlawful, defamatory, obscene, harassing, threatening, hateful, discriminatory, infringing, misleading, deceptive, fraudulent, or otherwise objectionable in the reasonable determination of the Operator;
• use the Service to transmit instructions, codes, passwords, cryptographic keys, access credentials or materials of comparable sensitivity the unauthorised use of which may cause damage to any person;
• use the Service to deliver messages intended to coerce, blackmail, extort, defraud, or otherwise unlawfully influence any person, living or deceased;
• attempt to reverse-engineer, decompile, disassemble or otherwise derive the source code, algorithms or internal workings of the Service, save to the narrow extent expressly required by mandatory applicable law;
• introduce, deploy or distribute any virus, worm, trojan, logic bomb, ransomware or any other malicious code or disabling device;
• circumvent, disable or otherwise interfere with any security or access-control mechanism of the Service;
• use any automated means, including without limitation bots, scrapers, spiders or crawlers, to access, interact with or collect data from the Service, save for search engines operating in accordance with the Service's public robots directives;
• resell, sublicense, assign, lease, or otherwise commercially exploit access to the Service, in whole or in part, save with the Operator's prior written consent;
• impersonate any other person or create multiple Accounts for the purposes of abuse or circumvention of usage limits.

6. Verification Cycle, No Warranty of Triggering or Delivery

The User acknowledges and irrevocably accepts that the Verification Cycle is a technical heuristic designed to approximate, by reasonable means, the cessation of the User's interaction with the Service. The User further acknowledges that: (i) the Operator makes no representation, warranty or guarantee, whether express or implied, that the Verification Cycle will (a) be triggered at any particular time, (b) correctly infer the User's status, (c) result in the delivery of any Capsule to any Confidant within any particular time-frame, or at all, or (d) continue to function in the manner historically observed or documented; (ii) delivery by electronic mail is inherently subject to third-party control, failure, filtering, bouncing, rejection, delay, corruption and outright loss, in respect of which the Operator can exercise no effective control; (iii) the addresses, reachability, intent and fitness of Confidants and SafeGuards are at all times within the sole responsibility of the User, and any discrepancy between configured data and the actual state of the external world shall produce no liability for the Operator; (iv) the Verification Cycle may be re-parameterised, simplified, extended, shortened or abolished by the Operator at any time, without prior notice, without liability, and without any duty to adapt the expectations of the User to such change.

7. Availability and Modification of the Service

The Service is provided on a commercially reasonable availability basis. No service-level agreement, uptime guarantee, response-time commitment or comparable undertaking is extended by the Operator to the User, whether free or paying, save where expressly agreed in a separate written instrument signed by a duly authorised representative of the Operator. The Operator reserves the unconditional right, exercisable at its sole and absolute discretion, without notice, without cause, and without liability, to:

• modify, supplement, suspend, degrade, limit, or reduce the Service, in whole or in part;
• discontinue the Service, in whole or in part, on a permanent or temporary basis;
• alter the technical architecture, the Verification Cycle, the fee structure, the interface, the applicable quotas and any other characteristic of the Service;
• remove, disable or refuse to transmit any content that, in the reasonable determination of the Operator, violates the Terms, applicable law, or the legitimate interests of any person.

In the event of permanent discontinuation of the Service, the Operator shall, to the extent technically and commercially feasible, provide reasonable advance notice by electronic means and shall offer a mechanism enabling the User to export the User's Personal Data and user-generated content. No further obligation, and in particular no obligation of monetary compensation, refund, substitute service, continuation of posthumous delivery, or assignment to a successor operator, shall arise from such discontinuation, save as may be strictly mandated by non-derogable consumer-protection law.

8. Suspension and Termination by the Operator

Without prejudice to any other right or remedy, the Operator may at any time, at its sole and absolute discretion, with or without cause, with or without notice, suspend or terminate any Account and any access to the Service, in particular but not exclusively: (a) where the Operator reasonably suspects a breach of the Terms; (b) where the Operator reasonably suspects fraud, abuse, security incident, or conduct potentially giving rise to liability on the part of the Operator; (c) where the Operator is compelled so to do by a binding order of a competent authority; (d) where the Operator discontinues the Service, in whole or in part, pursuant to Section 7; (e) where payment, if any, is overdue or reversed; (f) where the Account has been inactive for a period, or on the basis of such other criteria as the Operator may adopt from time to time. Termination shall be without prejudice to any right, claim or obligation accrued prior thereto, and shall not entitle the User to any refund save as may be required by mandatory law. The Operator shall in no event be liable for any consequences, direct or indirect, of suspension or termination carried out in accordance with this Section.

9. Fees, Lifetime Plan, and Non-Refundability

9.1 Free tier

Core functionality may be offered free of charge. The composition of the free tier is determined by the Operator at its sole discretion and may change at any time.

9.2 Lifetime Plan

The term "Lifetime" denominates the plan's billing model (a one-off payment, as opposed to a recurring subscription) and not a perpetual or irrevocable undertaking on the part of the Operator, nor any warranty as to the duration of the Service itself. The Lifetime Plan grants access to such additional features as the Operator may, from time to time, attach to it, for so long as the Service continues to be provided by the Operator and for so long as the Account remains in good standing. In the event that the Service is discontinued, reduced in scope, restructured, or ceases to be operated by the Operator, the Lifetime Plan shall terminate together with the Service without entitling the User to any refund (whether pro rata or otherwise), replacement service, substitute product, monetary compensation, damages, or transfer to a successor operator, save as may be strictly mandated by non-derogable consumer-protection law. Nothing in the Lifetime Plan shall be construed as creating an obligation of perpetual service.

9.3 Non-refundability

All amounts paid under the Lifetime Plan are, to the fullest extent permitted by law, final and non-refundable. The User acknowledges that no general statutory right of withdrawal applies to digital services concluded online and performed with the User's consent prior to the expiry of any otherwise applicable withdrawal period. To the extent that the User qualifies as a consumer benefiting from a mandatory statutory withdrawal right under the law of the User's habitual residence, the User expressly consents to the immediate commencement of performance of the Service upon activation and acknowledges the consequent loss of any such right of withdrawal upon such commencement.

9.4 Taxes

All prices are stated inclusive of applicable value-added tax unless expressly indicated otherwise. The User is solely responsible for any further levy, duty or charge arising under the law of the User's jurisdiction.

9.5 Price changes

The Operator reserves the right to modify pricing at any time, such modification having prospective effect only in respect of purchases made after publication.

10. No Estate, Inheritance or Fiduciary Capacity

The Operator does not act, and shall not in any circumstance be construed as acting, in the capacity of executor, administrator, liquidator, fiduciary, bailee, trustee, custodian, notary, guardian, conservator, or any analogous office under the law of inheritance, succession, probate, mandates, trusts, or comparable regimes of any jurisdiction. The Service does not, and is not intended to, effect any testamentary disposition, donation causa mortis, fideicommissary substitution, succession pact, or analogous juridical act. The User expressly waives any argument, claim or defence based on a supposed fiduciary or analogous duty owed by the Operator.

11. No Rights of Third Parties, Confidants and SafeGuards

The Agreement is concluded between the Operator and the User alone. Confidants, SafeGuards, heirs, legatees, creditors, family members and any other third party whatsoever shall derive no right, claim, expectation or cause of action from the Terms, and in particular shall not be entitled to (i) access the Account or its contents, (ii) demand the delivery or non-delivery of any Capsule, (iii) request the modification, suspension or termination of the Verification Cycle, (iv) obtain a refund or continuation of the Service, or (v) otherwise enforce any provision of the Terms. Any doctrine, institution or mechanism conferring enforceable rights upon third-party beneficiaries is expressly excluded in relation to Confidants and SafeGuards, save to the extent strictly necessary for the technical receipt of the capsule by the Confidant.

12. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available", without warranty of any kind whatsoever, whether express, implied, statutory or otherwise, including but not limited to any warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, completeness, uninterrupted operation, absence of error, absence of virus, security, compatibility, non-infringement, or compliance with any given legal or regulatory requirement. In particular, no warranty is given that any capsule will in fact be delivered, that any delivery will occur at any particular time, or that any recipient will in fact read, understand or act upon any delivered capsule. The entire risk arising out of the use or performance of the service remains with the user.

13. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the operator, its affiliates, successors, assigns, directors, officers, employees, agents, advisers, shareholders, subprocessors, licensors or suppliers be liable for any indirect, incidental, special, consequential, exemplary, punitive or aggravated damages, including without limitation loss of profits, loss of revenue, loss of opportunity, loss of anticipated savings, loss of data, loss of use, loss of goodwill, reputational harm, emotional distress, bereavement, frustration of purpose, or any analogous loss, arising out of or in connection with the service, the terms, or the verification cycle, whether in contract, in tort (including negligence), under statute, or otherwise, even if the operator has been advised of the possibility of such damages and irrespective of whether such damages were foreseeable.

Without prejudice to the foregoing and to the fullest extent permitted by applicable law, the aggregate cumulative liability of the Operator under or in connection with the Agreement, whether in contract, in tort, under statute, or otherwise, and in respect of any and all claims howsoever arising, shall not exceed the greater of (a) one hundred euros (EUR 100) and (b) the total amount actually paid by the User to the Operator in the twelve (12) calendar months immediately preceding the event giving rise to the claim. The above cap shall apply on an aggregated basis to all events, all damages and all claims, whether related or unrelated, and shall not be multiplied by the number of events or claims.

Without prejudice to the generality of the foregoing and to the fullest extent permitted by applicable law, the Operator shall not be liable for any loss of value, loss of access, misappropriation, theft, dilution, taxation event, regulatory consequence or diminution of any asset, right, benefit or expectation associated, directly or indirectly, with the content of a Capsule or with the timing, sequencing, success or failure of its delivery. This includes, without limitation, any access credentials, any self-custodied or third-party-custodied digital or financial instruments referenced or enabled by the content of a Capsule, and any consequence flowing from the use, misuse, loss or unauthorised use of such material by any Confidant or third party after delivery.

Nothing in the Agreement shall operate to exclude or limit liability for (i) death or personal injury resulting from the Operator's own gross negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot lawfully be excluded or limited under mandatory law.

14. Force Majeure

Neither party shall be liable for any failure or delay in the performance of the Agreement caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, storm, epidemic, pandemic, war, armed conflict, civil unrest, terrorism, sabotage, cyber-attack, denial-of-service attack, compromise of a subprocessor, failure of telecommunications, failure of electricity, failure of hosting infrastructure, action or inaction of a public authority, adoption of or change in law or regulation, strike, lock-out, or any other event of an analogous character (each, a "Force Majeure Event"). Without prejudice to the foregoing, the Operator may, at its sole discretion, determine the characterisation of a given event as a Force Majeure Event for the purposes of the Agreement. The performance of obligations affected by a Force Majeure Event shall be suspended for the duration thereof; where such duration exceeds ninety (90) consecutive days, either party may terminate the Agreement with immediate effect without liability.

15. Retention of Data after Termination

Upon termination of the Account, for any reason whatsoever, the Operator shall delete user-generated content and Personal Data within a reasonable period, subject to the retention obligations set out in the Privacy Policy and in applicable law. The Operator shall in no event be required to preserve content or metadata beyond that period, nor to facilitate the export thereof beyond the mechanisms offered within the Service at the time of termination.

16. Assignment

The User shall not assign, delegate, transfer, pledge, license or otherwise dispose of any of the User's rights or obligations under the Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Operator, such consent to be granted or withheld in the Operator's sole and absolute discretion. The Operator may freely assign, delegate, transfer, pledge, license or otherwise dispose of any of its rights or obligations under the Agreement, in whole or in part, by operation of law or otherwise, including in the context of a merger, acquisition, divestiture, reorganisation or sale of all or substantially all of its assets, and in such event all rights of the User shall, if so decided by the Operator or its successor, continue to be enforced by the successor on the same terms, or, alternatively, shall be terminated in accordance with Section 7 above. Any purported assignment by the User in breach of this Section shall be null and void ab initio.

17. Indemnification

The User shall defend, indemnify and hold harmless the Operator, its affiliates, successors, assigns, directors, officers, employees, agents, advisers, shareholders, subprocessors, licensors and suppliers, from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs and expenses (including reasonable fees of counsel, experts and mediators) of whatsoever nature, arising out of or in connection with (a) the User's use or misuse of the Service, (b) the User's breach of the Terms, (c) the User's violation of any applicable law or the rights of any third party (including, in particular, privacy, intellectual-property and personality rights of Confidants and SafeGuards), (d) any content uploaded, stored, transmitted or caused to be delivered through the Account (including, for the avoidance of doubt, any claim arising from the nature, value or consequences of the material the User chose to include in a Capsule), or (e) any representation or warranty given by the User that proves to be inaccurate or misleading. The Operator reserves the right, at the User's expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which case the User shall cooperate in good faith and shall not settle any claim without the prior written consent of the Operator.

18. Governing Law

The Agreement shall be governed by, and construed in accordance with, the substantive law of the country in which the Operator has its registered place of establishment, without regard to its conflict-of-laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Nothing in this Section shall deprive the User, where the User qualifies as a consumer, of the protection afforded by the mandatory provisions of the law of the User's habitual residence, including, where applicable, Article 6 of Regulation (EC) No 593/2008 (Rome I).

19. Jurisdiction and Dispute Resolution

Subject to any mandatory rule to the contrary, in particular those protecting consumers under the law of their habitual residence, all disputes arising out of or in connection with the Agreement, including any question regarding its existence, validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the competent ordinary courts at the Operator's registered place of establishment. Prior to any judicial action, the parties shall endeavour, in good faith and for a period of no less than thirty (30) calendar days, to resolve any dispute amicably through direct negotiation.

20. Class-Action and Representative-Action Waiver

To the fullest extent permitted by applicable law, the User agrees to bring any claim against the Operator arising out of the Agreement solely on an individual basis, and not as a plaintiff or class member in any purported class, collective, representative or consolidated action or proceeding, save where such waiver is prohibited by mandatory law. Where the foregoing waiver is found to be unenforceable in a given jurisdiction, the balance of this Section, and of the Terms generally, shall remain enforceable.

21. Notices

Any notice given by the Operator to the User shall be validly given by posting on the Service, by email to the address associated with the Account, or by in-Service notification. Any notice given by the User to the Operator shall be validly given exclusively by email to contact@finalcapsule.com, and shall be deemed effective upon acknowledgement of receipt by the Operator.

22. Amendment

The Operator reserves the right to amend the Terms at any time and in its sole discretion, in particular to reflect changes in the Service, in applicable law, in jurisprudence or in market practice. Any such amendment shall take effect upon publication on the Service. Where the amendment materially affects the rights of the User, a reasonable effort shall be made to provide prior notice by email or by in-Service notification. Continued use of the Service following publication shall constitute unequivocal acceptance of the amended Terms. A User who does not accept an amendment must immediately cease all use of the Service and may request termination of the Account, without entitlement to any refund save as mandated by non-derogable law.

23. Severability, No Waiver, Entire Agreement

If any provision of the Terms is held to be invalid, illegal or unenforceable by a competent authority, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. No failure or delay on the part of the Operator to exercise any right or remedy under the Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise. The Terms, together with the Privacy Policy and any additional documents expressly incorporated by reference, constitute the entire agreement between the parties in respect of the Service and supersede all prior or contemporaneous understandings, representations, negotiations or agreements, whether written or oral.

24. Survival

The provisions of Sections 4 (Grant of Licence), 10 (No Fiduciary Capacity), 11 (No Rights of Third Parties), 12 (Disclaimer), 13 (Limitation of Liability), 15 (Retention), 17 (Indemnification), 18 (Governing Law), 19 (Jurisdiction), 20 (Class-Action Waiver) and 23 (Severability, No Waiver, Entire Agreement), together with any other provision which by its nature is intended to survive, shall survive any termination or expiry of the Agreement.

25. Language

The Terms are drafted in the English language. Any translation into another language is provided for informational convenience only and shall not prevail over the English version in the event of any discrepancy, save where mandatory consumer law of the User's jurisdiction requires a translation to prevail.

26. Contact

For any question concerning the Terms, the User may contact the Operator at contact@finalcapsule.com.