This Terms and Conditions agreement (the “Terms”) describes the terms and conditions governing the use of Vault (the “Vault System”) by a Client. The Client (as is hereinafter defined) agrees to be bound by these Terms, and as they may be amended from time to time. Also, Client agrees that Client is bound by the terms and conditions in the Business Agreement or the Retailer Agreement, as previously executed. Should any term or condition in these Terms not agree with the terms and conditions in the relevant Business Agreement or Retailer Agreement, these Terms shall rule.

Please read these Terms carefully and keep them for future reference.

As used in these Terms, the singular shall include the plural, and the plural the singular. The masculine, feminine and neuter shall each include the masculine, feminine and neuter, as the context requires. All capitalized words are intended solely for convenience of reference and shall in no way limit any of the provisions of these Terms.

I. DEFINITIONS

As used in these Terms, the following terms have the following meanings.

Business” means an entity that has a Business Agreement with Vault and is entitled to make Business-to-Business (“B2B”) and Business-to-Retailer (“B2R”) transactions using the Vault System.

Business Agreement” means an agreement between Vault and a Business to allow the Business to use certain of the products and services available through the Vault System.

"Business Day(s)" means any weekday other than federal public holidays in the United States of America.

Client” means Retailers and Businesses.

Client Agreement” means a Business Agreement or a Retailer Agreement as is relevant, and both agreements collectively.

Chargeback” means a demand by Customer through their payment provider of a Payment Mechanism for a Retailer to make good the loss on a fraudulent or disputed transaction.

Customer” means an individual who makes a purchase or goods and/or services at a Retailer.

Customer Dispute” means a process initiated by a Customer of Retailer in an attempt to resolve a problem that Retailer has with a the Customer or with Vault App regarding a Purchase Transaction.

"Day" means the twenty-four (24) hour period running from 12:00 a.m. Pacific Time on a calendar day to 12:00 a.m. Pacific Time on the next calendar day, unless otherwise specified.

Default Payment Mechanism” means the method of payment that Retailer has chosen as the primary way to pay for Retailer Purchase Transactions.

Employee Account” means the ledger account that has been created by the Business or Retailer at Vault that allows an Employee to utilize all or some functions of a B-APP or R-APP.

"Fees" means those charges that may be charged to Retailer to pay Vault for a Purchase Transaction and/or an activity on Retailer Account. The specific Fees that apply to Retailer Account were: (i) provided to Retailer at the time Retailer obtained Retailer Account; or (ii) were modified by Vault and agreed by Retailer at a time after the initial Fee types and amounts were provided to and agreed by Retailer.

Purchase Transaction” means a transaction for the purchase of goods and/or services made by a Customer at Retailer or Business for the goods and/or services that are sold by that Retailer or Business or a transaction for the purchase of goods and/or services made by a Vault Retailer or Business for the goods and/or services made by another Vault Retailer or Business.

Payment Mechanism” means the debit card and/or credit card and/or any other method of payment that Vault may allow Customers at any time to pay for their Purchase Transaction at a Retailer.

Payment Processing Service” means the service that Vault provides to Clients through the Vault System.

"Retailer” means an entity with whom Vault has an agreement to allow the entity’s Customers to make Purchase Transactions at those entitles using the Customer’s VaultAPP, and to make Retailer-to-Business (“R2B”) transactions using the Vault System.

Retailer Agreement” means an agreement between Vault and a Retailer to allow the Retailer to use the products and services available in the Vault System.

Return” means the process of returning goods that a Customer has purchased from a Retailer using one of Retailer Payment Mechanisms.

Refund” means funds that are moved back to a Customer by a Retailer for goods and/or services provided by that Retailer that a Customer has returned to the Retailer for whatever reason.

"Service" means all of Vault functionality provided to a Retailer and/or a Business, including but not limited to, Vault’s Payment Processing Service.

Security Code” means the three (3) or Vault’s (4) digit code that printed on the reverse side of Retailer customer’s credit / debit card and may be required for Vault to process Retailer customer’s credit / debit card Purchase Transaction.

Transaction” means a Transaction that is: (1) made between a Customer and a Retailer; (2) made between two Customers (hereinafter a “P2P Transaction”); (3) made between a Retailer and a Business (hereinafter “B2R Transaction” or a “R2B Transaction”; and/or; (4) between two Businesses (hereinafter a “B2B Transaction”).

Transaction Dispute” means a process initiated by Retailer in an attempt to resolve a problem that Retailer has with Vault regarding a Purchase Transaction.

"User ID" and “Username” means a Client’s email address which is used by Vault to identify the Business’s Account or the Retailer’s Account.

Vault”, "We", "Us", and "Our" mean Vault Payments Systems LLC, and any of Vault Payments Systems LLC’s successors, affiliates and assigns.

II. ELIGIBLE USERS

The Vault Services are provided by Vault only to Clients, registered in their jurisdiction, legally able to perform their business, and who are capable of forming legally binding contracts under applicable law and who have previously executed a current Business Agreement or Retailer Agreement. Vault may, in Vault’s sole discretion, at any time, refuse to allow a Client to use any Vault Service.

III. THE CLIENT ACCOUNT AND THE VAULT SERVICESS

A. Client Account

A Business Account or a Retailer Account was opened by a Client, or a Client may have been provided a Client Account in some other manner. The Retailer Account allows a Retailer to download and activate Vault onto their personal or tablet computer and then allows the Retailer to conduct Purchase Transactions with Customers or make funds transfers to a Businesses that is associated with Vault. The Business Account allows a Business to download and activate Vault onto their personal or tablet computer and then allows the Business to make certain transactions with other Businesses or Retailers that are associated with Vault. A Client may access their Client Account using a unique User ID and password that the Client was asked to set up at the time the Client was provided for a Client Account.

To use Vault Services, a Client must use the system provided by Vault. The Vault System will not work at other offline or online merchants. These Services will be subject to all applicable Fees, as are posted on Vault’s website or as have been agreed by the Client when Client received their Client Account, or as have been modified by Vault and agreed by Client.

B. The Vault System Payment Processing Service

Subject to the conditions and limitations in the Client Agreement and in these Terms, Vault’s Payment Processing Service can be used to affect secure, online Transactions at Businesses or Retailers who have an agreement with Vault.

Vault neither accepts nor assumes any liability to ensure that goods or services that Retailer, customers or other Businesses or Retailers purchase through a Purchase Transaction using Retailer Payment Mechanism will meet customers satisfaction or Retailer satisfaction. Except as described in Section XVII – “Dispute Resolution” Vault will take no action to resolve Disputes between: (1) a Customer and a Retailer; (2) a Retailer and another Retailer; (3) a Business and another Business; or (4) a Business and a Retailer.

IV. THE ACCOUNTS

A.  Retailer Account

(1)  Storage of Funds: Retailer understands and agrees that no funds will be stored on Retailer’s Account. Retailer’s funds will be stored in a segregated account held at Vault’s accounting firm.

(2)  Transfers of Funds: Retailer may not load funds of any type into their Retailer Account. Funds will only be credited to Retailer as a result of a purchase of Retailer’s goods and/or services or as a result of a transfer of funds from a Business Account.

(3)  Withdrawal of Funds. Retailer can withdraw funds from their Retailer Account to Retailer’s bank account provided to Vault in the Retailer Agreement. Funds must be withdrawn from Retailer Account at a minimum or once per month.

(4)  Acceptance of These Terms and Conditions: Retailer will be required to accept these Terms prior to Retailer use of their Retailer Account. If for any reason, Retailer is allowed to or able to use Retailer Account prior to acceptance of these Terms, Retailer’s first use of Retailer Account shall be considered Retailer’s acceptance of the Terms of this Agreement.

A.  Business Account

(1)  Storage of Funds: Business understands and agrees that no funds will be stored on Businesses’ Account. Business’s funds will be stored in a segregated account held at Vault’s accounting firm.

(2)  Transfers of Funds: Business may not load funds of any type into their Business Account. Funds will only be credited to the Business as a result of a transfer of funds from another Business Account or a Retailer Account.

(3)  Withdrawal of Funds. The Business can withdraw funds from their Business Account to Businesses’ bank account provided to Vault in the Business Agreement. Funds must be withdrawn from Business Account at a minimum or once per month.

(4)  Acceptance of These Terms and Conditions: Business will be required to accept these Terms prior to Business’s use of their Business Account. If for any reason, Business is allowed to or able to use the Business’s’ Account prior to acceptance of these Terms, Business’s first use of the Business Account shall be considered Business’s acceptance of the Terms of this Agreement.

V. PROTECTING AN ACCOUNT

Client Account information, including information regarding Client Account User ID and password, is important information which Client agrees to keep confidential in order to prevent others from using the Client’s Account without Client’s authorization. Specifically, under this Agreement and for Client protection, Client agrees:

(1)  not to disclose Client’s Account User ID or password or otherwise make these available to any other person. If Client does make these available to any other person, Client will be deemed to have authorized that person to use the Client’s Account; and,

(2)  to use Client’s Account only in a manner authorized under these Terms; and,

(3)  to promptly notify Vault of any loss, compromise or theft of Client’s Account information. Should Client not notify Vault of any such loss, compromise or theft of Client’s Account information Client will be solely responsible for any Transaction that takes place on Client’s Account, up to the time that Client notifies Vault of such loss, compromise or theft of Client’s Account information; and,

(4)  that Client will be liable for all Transactions made by a person, Retailer or Business that Client authorizes or permits to use Client’s Account. If Client permits someone else to use Client’s Account, Client will be responsible for all Transactions made by that person, Retailer, or Business through; and,

(5)  that any unauthorized person who obtains access to Client’s Account User ID and password may use one or any or all of the Services to make a Transaction, and in such event, in the absence of any intentional or grossly negligent act by Us, Vault will not be responsible for or liable to Client for any use of any such funds.

(6)  that Vault reserves the right to terminate any username and/or password that Vault reasonably determines may be suspect. Client acknowledges and agrees that, as between Client and Vault, Client will be responsible for all acts and omissions of Employee Accounts, and any act or omission by such Employee Accounts which, if undertaken by Client, would constitute a breach of this Agreement, will be deemed a breach of this Agreement by Vault;

(7)  that anytime an Employee Account is created, Client represents and warrants that Client is responsible and liable for and authorizes all Transactions processed. Client is solely responsible for all activities that occur under Employee Accounts. Client is responsible for maintaining the confidentiality of all Employee Accounts’ usernames and passwords.

(8)  Client agrees not to allow a third party to use its Account, its Employee Account(s), usernames or passwords at anytime

CLIENT WILL NEVER BE ASKED BY US, WHETHER BY EMAIL, REGULAR MAIL, TELEPHONE, CHAT OR ANY OTHER MEANS OF COMMUNICATION, FOR ANY REASON, TO DISCLOSE THEIR ACCOUNT PASSWORD TO US. VAULT WILL NEVER SEND CLIENT AN EMAIL REQUESTING THAT THEY ACCESS THE VAULT WEBSITE BY CLICKING ON AN EMBEDDED LINK IN THE EMAIL AND THEN REQUIRE CLIENT TO PROVIDE CLIENT ACCOUNT PASSWORD. IF CLIENT RECEIVES SUCH AN EMBEDDED LINK, CLIENT IS CAUTIONED NOT TO OPEN IT! IT IS NOT FROM VAULT AND IS LIKELY FRAUDULENT.

VI. USING AN ACCOUNT

A.  Retailers:

(1)  Each time Retailer uses their Retailer Account to allow a Customer to make a Transaction, the amount of the Transaction will be immediately charged to Retailer’s Customer’s chosen Payment Mechanism. Vault will also charge to Retailer’s Customer’s Payment Mechanism applicable Fees as specified below in Section IX –“Fees”, or have been previously disclosed to Retailer at the time Retailer obtained their Account, or has been subsequently disclosed to Retailer.

(2)  (2) The minimum amount that may be charged on a Customer’s Payment Mechanism at any time is Five United States Dollars (US$5.00). Vault reserve the right, in Vault’s sole discretion, to change the minimum value that may be charged, and to set and change a maximum value that may be charged on Customer’s Payment Mechanism at any given time and without notification to Retailer.

B.  Businesses:

(1)  Each time Business uses their Business Account to make a Transaction with another business or a Retailer, the amount of the Transaction will be immediately charged to the Business Account. Vault will also charge the Business all applicable Fees as specified below in Section IX –“Fees”, or any Fees that have been previously disclosed to the Business at the time the Business obtained their Account, or has been subsequently disclosed to the Business. The Business must have enough funds in its account to cover the applicable Fees.

(2)  There is no minimum amount that a Business may send to another business or Retailer at any time. Vault reserves the right, in Vault’s sole discretion, to change the minimum value that may be charged, and to set and change a maximum value that may be charged on Customer’s Payment Mechanism at any given time and without notification to the Business.

VII. ACCOUNT RENEWAL

Subject to the termination rights set forth herein, an Account shall be active for three (3) years from the date of execution of the Agreement and acceptance of these Terms, provided, that the Account shall be automatically renewed for one (1) year terms, unless either Party gives the other Party written notice of its intention not to renew this Account at least sixty (60) days prior to the last day of the then current term, in which event the last effective date of the Client Business or Client Agreement shall be the last day of the then current term.

VIII. CLOSING AN ACCOUNT

A.  Should Client wish to close their Account, Client may do so on written notice to Vault. Once Client notifies Vault of Client’s intention to close their Account, Vault will no longer allow Client to make use of any of the Vault Services.

B.  As long as Client is not in default under this Agreement and has paid Vault all fees, costs and other amounts then due to Vault, Client may terminate this Agreement at any time, with or without cause, on ninety (90) days written notice to Vault. All transactions as recorded on the Client’s Ledger must be cleared, which could take up to ten (10) business days and in accordance with the Client or Business Agreement Client signed with the Vault System.

C.  Upon termination by Client, Vault will, at Client’s option: (1) send Client a bank transfer for unpaid funds as recorded on the Client’s Ledger less any Security Funds being held by Vault and less a US$50.00 “Refund Processing Issuance Fee” which will be deducted before such bank transfer is executed; or (2) issue and mail Client a check for unpaid funds as recorded on the Client’s Ledger less any Security Funds being held by Vault and less the US$50.00 Refund Processing Fee which will be deducted before such check is issued.

D.  Vault will allow Client to have access to Client Account for thirty (30) days to allow Client to download any information Vault have retained for Client or to provide Vault with any information regarding a Dispute. Vault will retain the relevant personal information and information about Client Payment Mechanisms for one hundred eighty (180) days (the “Suspended Account Period”) in order to process any Disputes that may be lodged by Client. At the end of the Suspended Account Period Vault will close Client Account and delete all information that is not required by law for Vault to retain. Any information that is required by law for Vault to retain will be retained for seven (7) years, at which time it will be deleted from Vault’s system.

E.  Vault reserves the right at the Vault’s sole discretion to block access to or to close a Client Account if: (i) Client attempts to charge back any Payment Transaction; (ii) Client violates the Terms of this Agreement; or (iii) Vault is so directed by the order of a court of competent jurisdiction. Should Vault close or block access to Client Account for the reason identified in this Section VIII.C., Vault may, in Vault’s sole discretion, allow Client access to Client Account according to the Terms of Section VIII.B.

IX. FEES

A.  Retailer Account Fees:

The following Fee types apply to Retailer Accounts. Retailer agrees and understands that the Fees displayed on Vault’s website are for example only and that Retailer was provided a listing of the Fee types and amounts when Retailer obtained Retailer Account, and that Retailer accepts these Fees or Retailer has subsequently been notified of any Fee changes in Retailer’s Terms and Conditions, and agreed by Retailer. The Retailer Account may or may not attract any or all of these Fees depending the type of the relevant Purchase Transaction. Vault will add the relevant Fee to each Purchase Transaction. Any Fee not related to a Purchase Transaction will be charged directly to one of Retailer registered Payment Mechanisms and Retailer hereby agrees that Retailer will not Dispute any of these Fees. Retailer hereby authorizes Vault to charge the relevant Fees from the Retailer Account without prior notice.

(1)  Retailer Transaction Fee: For each transaction, Nine Percent (9.0%) of the gross amount of the transaction, unless otherwise negotiated.

(2)  Chargeback Processing Fee: Fifty U.S. Dollars (USD $50.00) for each chargeback.

(3)  Vault to Retailer-Bank-Account Transfer Fee: Twenty-Five U.S. Dollars and Zero Cents (US$25.00) for each Retailer-to-Bank-Account Transaction.

(4)  Retailer to Retailer transactions: Six U.S. Dollars and Zero Cents (US$6.00) per transaction charged to the receiver and sender of the funds.

(5)  ACH Transfer Fee: Twenty-Five U.S. Dollars and Zero Cents (US$25.00) for each ACH Transaction.

(6)  Tip Fee: There will be no fee added to any single tip, unless a single tip exceeds Twenty-Five U.S. Dollars and Zero Cents (US$25.00). There will be a fee of Nine Percent (9.0%) of a tip exceeding Twenty-Five U.S. Dollars and Zero Cents (US$25.00).

(7)  Wire Transfer Fee: Fifty U.S. Dollars and Zero Cents (US$50.00) for each Wire Transfer.

(8)  Foreign Exchange Fee: Retailer requesting funds be changed from CAN to USD will be charged the currency exchange rate listed on Bloomberg plus a 5% service fee.

B.  Business Account Fees:

The following Fee types apply to Business Accounts. Business agrees and understands that the Fees displayed on Vault’s website are for example only and that the Business was provided a listing of the Fee types and amounts when Business obtained a Business Account, and that Business accepts these Fees or Business has subsequently been notified of any Fee changes in Business’s Terms and Conditions, and agreed by Business. The Business Account may or may not attract any or all of these Fees depending the type of the relevant Purchase Transaction. Vault will add the relevant Fee to each Purchase Transaction. Any Fee not related to a Purchase Transaction will be charged directly to one of Business registered Payment Mechanisms and Business hereby agrees that Business will not Dispute any of these Fees. Business hereby authorizes Vault to charge the relevant Fees from the Business Account without prior notice.

(1)  Transaction Fee: For each transaction, Nine Percent (9.0%) of the gross amount of the transaction, unless otherwise negotiated.

(2)  Chargeback Processing Fee: Fifty U.S. Dollars (USD $50.00) for each chargeback.

(3)  Vault to Bank-Account Transfer Fee: Twenty-Five U.S. Dollars and Zero Cents (US$25.00) for each Retailer-to-Bank-Account Transaction.

(4)  Business to Business transactions: Six U.S. Dollars and Zero Cents (US$6.00) per transaction charged to the receiver and sender of the funds.

(5)  ACH Transfer Fee: Twenty-Five U.S. Dollars and Zero Cents (US$25.00) for each ACH Transaction.

(6)  Tip Fee: There will be no fee added to any single tip, unless a single tip exceeds Twenty-Five U.S. Dollars and Zero Cents (US$25.00). There will be a fee of Nine Percent (9.0%) of a tip exceeding Twenty-Five U.S. Dollars and Zero Cents (US$25.00).

(7)  Wire Transfer Fee: Fifty U.S. Dollars and Zero Cents (US$50.00) for each Wire Transfer.

(8)  Foreign Exchange Fee: Retailer requesting funds be changed from CAN to USD will be charged the currency exchange rate listed on Bloomberg plus a 5% service fee.

Vault reserves the right to change, modify, decrease, eliminate or increase the above Fees and/or Account Service Fees from time to time by notice on Vault’s website and by providing Client notice when Client logs into the Client Account online. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases in a revision to this Agreement on Vault’s website at www.theavaultapp.com. If Client does not agree to the posted changes, modifications or increases, Client may close the Account as provided above in Section VIII – “Closing Client’s Account”. Client’s first use of the Vault Services following the posting of any changes or revisions to these Terms will constitute Retailer’s acceptance of all such changes or revisions.

X. AUTHORIZATIONS

Each time that a Retailer’s Customer uses the Vault System, the Transaction will be electronically authorized to ensure that sufficient funds are available on Customer’s chosen Payment Mechanism.

XI. ONLINE ACCOUNT STATEMENT

A statement of the activity on a Client Account is available to Client in electronic format for viewing online anytime at www.theavaultapp.com. Client may review online at any time all Transactions that have taken place for the time periods being offered by Vault on Vault’s website. Client may also download Client Account Transaction history through the download methodologies that Vault offers at the time Client desires to download Client Account information.

If You no longer consent to receive Your online Account information electronically, We reserve the right to terminate and/or close Your Account as provided above in Section VIII – “Closing Your Account”.

Client may also call Vault’s Customer Services Center at the contact details on Vault’s website.

XII. FAILURE TO COMPLETE TRANSACTIONS

Vault is not responsible for, nor does Vault accept any liability for failing to complete any Transaction for which Retailer customer’s do not have sufficient funds on their Payment Mechanism.

XIII. RETURNS, REFUNDS, DISPUTES AND CHARGEBACKS

Retailer is responsible for all Transactions made on the Retailer Account, except as otherwise provided in the Agreement or in these Terms. Vault is not liable for any Transaction unless it is determined in Vault’s sole discretion that an error had been made by Vault’s systems.

Vault will accept no liability to ensure that goods and/or services that Retailer purchases through any Purchase Transaction will meet Retailer satisfaction.

If Retailer believes that a problem has occurred with a Transaction that Retailer’s customer or another Vault Retailer or Business originated, Retailer must contact Vault in writing, by phone or through their Retailer Account no later than thirty (30) days after the Transaction date

Vault will not be involved in a Transaction Dispute due to non-receipt of or dissatisfaction with a Transaction’s goods and/or services.

A.  Returns:

Retailer will be required to initiate a Refund for either a partial or the full amount of Retailer Customer’s Transaction if any of the goods purchased do not meet customer’s expectations or if they are faulty. This Refund must be processed directly by Retailer.

B.  Refunds:

If a Retailer’s Customer is entitled to a refund for any reason for the goods and/or services he or she obtained through a Transaction at Retailer, Retailer agrees to give Customer a replacement or credit directly to Customer at the Retailer’s store and not through the Vault System.

C.  Disputes:

Client agrees to attempt to first settle all Disputes concerning a Transaction Client made with any Customer or Vault Business or Retailer. If Client notifies Vault that Retailer customer or another Business or Retailer is disputing a Purchase Transaction and Retailer has not first attempted to settle that Dispute, Vault reserves the right to require Retailer to first attempt to settle the Dispute before Vault will take any action on Retailer’s behalf. If Retailer wants Vault to attempt to resolve the Dispute (and providing Retailer has first attempted to resolve the Dispute itself), Retailer must notify Vault within sixty (60) days of the Purchase Transaction date of the Disputed Purchase Transaction that Retailer has not resolved itself. If Vault does not receive notification within sixty (60) days of the Purchase Transaction date, Vault will not attempt to resolve the Dispute. If Vault receives notification within the sixty (60) day time period, Vault may attempt to resolve the Dispute with the Retailer.

If Retailer desires Vault to attempt to assist Retailer to resolve a Dispute with a Retailer at which Retailer has made a Purchase Transaction Vault will, at minimum, but not limited to:

(1)  Require Retailer to provide Vault written documentation of the nature of the Dispute, and verify that Retailer has attempted to resolve the Dispute with the Retailer;

(2)  Place the funds in Dispute in a Safeguarded until the Dispute is settled.

  i.   The funds in Dispute will not be available for Retailer use until the Dispute has been resolved in Retailer’s favor.

  ii.   If the Dispute is resolved in Retailer’s favor, the funds will be released to Retailer.

  iii.  If the Dispute is resolved in the Retailer’s favor the funds will be forwarded to the Retailer.

XIV. CLIENT ACCOUNT TRANSACTION ERRORS

Client is responsible for all B2B, B2R and R2B Transactions (hereinafter the “Business Transactions”) made on the Client Account, except as otherwise provided in the Agreement or in these Terms. Vault is not liable for any Business Transaction unless it is determined in Vault’s sole discretion that an error had been made by Vault’s systems.

Vault will accept no liability to ensure that goods and/or services that Client pays for/purchases through any Business Transaction will meet Client’s satisfaction.

If Client believes that a problem has occurred with a Business Transaction, Client must contact Vault in writing, by phone or through their Client Account no later than thirty (30) days after the Business Transaction date.

Vault will not be involved in a Business Transaction Dispute due to non-receipt of or dissatisfaction with a Business Transaction’s goods and/or services.

XV. LOSS OF OR UNAUTHORIZED USE OF AN ACCOUNT

CLIENT IS RESONSIBLE FOR ALL USES OF THE CLIENT’S ACCOUNT. CLIENT UNDERSTANDS AND AGREES THAT CLIENT’S ACCOUNT IS NOT A CREDIT ACCOUNT AND IS NOT PROTECTED BY LAWS COVERING CREDIT ACCOUNTS SUCH AS THE UNITED STATES OF AMERICA’S FEDERAL TRUTH IN LENDING ACT.

If Client believes that Client’s Account User ID or password have been lost or stolen, or that someone has used the Account’s User ID or password without Client’s permission, notify Vault immediately by using Vault’s online services at www.thevaultapp.com or calling Vault at the number listed on the bottom of Vault’s website. Once Client notifies Vault that the Client Account’s User ID or password has been compromised or used without the Client’s permission, Vault reserves the right to block or close the Client’s Account as provided in Section VIII – “Closing Client Accounts’. Client is responsible for any Transactions made via to the Client’s Account prior to the time Vault receive Client’s notification regarding the compromise of the Client Account’s User ID and/or password.

XVI. QUESTIONS RELATING TO CLIENT’S ACCOUNT; HOW TO DISPUTE ERRORS

If a Client needs more information about a Transaction shown on the Client’s online Account statement, or if Client think there is an error on the Client’s online Account, Client may contact Customer Service via an email or by telephone.

When Client contacts Vault for more information about a particular Transaction shown on Client’s online Account statement, Client must provide Vault the following information:

  •  Client Account Username.
  •  A description of the error or the Transaction that Client is unsure about and an explanation of why Client believes it is an error, or why Client needs more information in order to identify the Transaction.
  •  The Dollar amount of the Transaction in question.
  •  The date of the Transaction.

Vault will promptly investigate Client’s complaint or question and will correct any error made by Us.

XVII. PRIVACY

1.  The circumstances under which Vault will disclose information about Client and/or Client Account are fully described in the Vault’s Privacy Policy, which Client may view anytime on the Vault’s website at www.thevaultapp.com. Vault may modify its Privacy Policy at any time in the future. Subject to any applicable financial privacy laws or other laws or regulations, Vault may provide information about Client and/or Client’s Account: (1) when required by law; (2) in compliance with any agreement between Vault and a professional, regulatory or disciplinary body; (3) to enforce Vault’s Agreement with Client; (4) in connection with potential sales of the Vault System; and (5) to carefully selected service providers who help Vault meet Client’s needs by providing or offering the Vault services. Vault may gather non-personal information to build anonymous data research products.

XVIII. DISCLAIMER OF WARRNATIES

1.  Except as specifically provided in Terms, Vault will not be liable for any loss or liability resulting in whole or in part from any act or failure to act of Client computer equipment or software, or that of an Internet service provider, an online service provider or an agent or subcontractor of any of them. Further, the R-APP and B-APP operate as-is and Vault will not be responsible or liable for any indirect, special or consequential, economic or other damages arising in any way out of or related to the use of Client Account. Vault does not warrant that the B-APP or R-APP operates error free or free of harmful malware.

2.  The total cumulative liability of Vault to Client for any direct damages arising in any way out of or related to Client use of Client Account shall be limited to the total amount of funds in Client Account at the time of the loss sustained by Client. Vault shall not be liable to anyone for indirect or punitive damages.

3.  Client agrees to indemnify and hold harmless Vault and its officers, directors, employees and agents from and against any losses, claims, costs, damages, penalties and other expenses, including without limitation to attorneys’ fees and expenses that may be incurred by an Indemnified Party arising out of (a) Client misuse of the app; or (b) Client violation of any applicable laws or regulations related to the use of the B-APP or R-APP; or (c) Client violation of this Agreement.

4.  Client represents and warrants that, if applicable, it has met all current requirements under the European Union’s General Data Protection Regulation (“GDPR”) and is completely in compliance under the GDPR. Further, if Client failed or fails to be in compliance and fulfill all requirements of the GDPR, Client indemnifies and holds harmless Vault for all actions, fees and other consequences that may be incurred by an Indemnified Party arising out of Client’s failure to meet the requirements of the GDPR.

5.  Client represents and warrants that, if applicable, it has met all current requirements under the state of California’s Online Privacy Protection Act (“CalOPPA”) and is completely in compliance under the CalOPPA. Further, if Client failed or fails to be in compliance and fulfill all requirements of the CalOPPA, Client indemnifies and holds harmless Vault for all actions, fees and other consequences that may be incurred by an Indemnified Party arising out of Client’s failure to meet the requirements of the CalOPPA.

XIX. CHANGE OF TERMS, NOTICES

Except as otherwise provided by law, Vault may at any time change the Terms of this Agreement or any policies or terms of service governing use of Client Account, including without limitation, changing or increasing fees. Any changes will be effective upon posting the changes or revisions on Vault’s web site at www.thevaultapp.com. If Client does not agree to the posted changes or revisions, Client may terminate and/or close Client Account as provided above in Section VIII – “Closing Client Account”. Client’s first use of Vault’s Products and Services following the posting of any changes or revisions to the Terms of this Agreement will constitute Client’s acceptance of changes or revisions.

By entering into this Agreement and using Vault Products and Services, Client agrees to receive notice of changes or revisions to this Agreement electronically rather than on paper.

XX. GENERAL PROVISIONS

These Terms are entered into in the state of California in the United States of America. These Terms and any Dispute between Client and Vault arising out of or related hereto, except for allegations that Client has infringed or have threatened to infringe Vault’s intellectual property rights, shall be exclusively governed by and subject to the laws of the state of California without regard to any principles of conflicts of laws thereof. Venue for any suit or claim arising out of or related hereto, except for allegations that Client have infringed or have threatened to infringe Vault’s intellectual property rights, shall exclusively be in the courts of the state of California, and by agreeing to these Terms, Client irrevocably consent to the personal jurisdiction of the courts of the state of California. If Vault alleges that Client has infringed or have threatened to infringe Vault’s intellectual property rights, then in addition to any other rights and remedies Vault may have, Vault may seek preliminary or permanent injunctive relief from any court of competent jurisdiction, and any such claims shall be governed by the laws of the state of California, without regard for any principles of conflicts of laws thereof. Any claim that Client seeks to initiate arising out of or related to this Agreement must be brought within one (1) year of the event giving rise to the claim.

Client may not assign Client’s obligations under the Client Agreement or these Terms. Vault may assign or delegate all or certain of Vault’s rights and responsibilities under the Client Agreement and these Terms to independent contractors or other third parties.

Client termination of the Client Agreement will not affect any of Vault’s rights or Client obligations arising under the Client Agreement or these Terms prior to termination.

Vault is not Client’s agent, fiduciary, trustee or other representative. Nothing expressed in, mentioned in or implied from the Client Agreement or these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to the Client Agreement or these Terms. The Client Agreement or these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of Client and Us.

Vault does not give up the Vault’s rights by delaying or failing to exercise them at any time.

If any term of the Client Agreement or these Terms is found by a court of competent jurisdiction to be illegal or not enforceable, all other terms and conditions in the Client Agreement and these Terms will remain in effect.

If Vault takes legal action against Client because of default in the terms of the Client Agreement or these Terms, Client agrees to pay reasonable attorneys’ fees and other costs of the proceedings. Client responsibility for fees and costs shall in no event exceed the maximum allowed by law.

Vault is not liable for Vault’s failure to perform any obligations under the Client Agreement or these Terms due to events beyond Vault’s control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond Vault’s include, include, but are not limited to war, civil commotion, labor Disputes, equipment failures, bank failures, Card Association (e.g. Visa, MasterCard, American Express) failures, strikes, fire, flood, earthquake or other casualty, shortages of labor or material, government regulation or restriction, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, disruptions on account of or caused by vandalism, theft, phone service outages, Internet disruptions, viruses, and mechanical, power or communications failures. If, after the date of this Agreement, any law, regulation, rule, regulation or decision of or of any other funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters Vault’s ability to perform services hereunder, Vault shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of: (i) the date upon which Vault is unable to provide Vault’s customary services hereunder; or (ii) thirty (30) days following notice.

The funds in Client Account and all of Vault’s Products and Services shall not be used as payment for an illegal Purchase Transaction or for any other illegal purpose. Should Vault suspect that Client Account, the funds in Client Account, or any of Vault’s Products and Services have been, are being, or may be used as payment for an illegal Purchase Transaction or for any other illegal purpose, or Vault find or suspect that any documents Client have submitted to Vault is false, illegally obtained, fraudulent, or otherwise altered, then Vault shall have the right, in Vault’s sole discretion, to terminate and/or close Client Account immediately, report any and all relevant or potentially relevant information to the appropriate governmental authorities, revoke any funds transfers made using Vault’s Service and recover any and all funds which were illegally or fraudulently obtained and/or used.

Vault Electronic Disclosure Consent

Client must read and agree to the following Vault Electronic Disclosure Consent permitting Vault to send Client important information relating to Client Account electronically. When Client has carefully read this disclosure, give Client consent by selecting the "I agree" button at the bottom of the page. If Client do not accept these Terms Client will not be able to obtain an Account and Client will be returned to Vault’s home page.

By giving Client consent below, Client agrees that Vault will provide Client with all disclosures, notices and other communications relating to Client Account, including the terms and conditions of this Agreement governing Client’s use of Vault’s Products and Services, Vault’s Privacy Policy, any future amendments, correspondence and communications concerning this Agreement and Client Account and any other notices that may be legally required to be provided to Client, in electronic form by posting the change(s) on Vault’s website at www.thevaultapp.com.

Client has the right to withdraw this consent, but if Client does, Vault will immediately terminate Client Account. To withdraw Client consent, please contact Vault by using Vault’s online services at www.thevaultapp.com or call Vault at the contact details on Vault’s website or on Client B-APP or R-APP.

If Client would like more information about Vault’s Privacy Policy, Client can review Vault’s Privacy Policy.

By selecting "I Accept" below, I understand and affirm that:

  •  I am over the age of eighteen (18) years;
  •  I agree to the Terms agreement;
  •  I acknowledge receipt of the Privacy Policy;
  •  I consent to receive disclosures in electronic form in connection with My use of My Account.