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 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.

“Credit” 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.

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.

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.

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.

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.

B.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.

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.