4.3 Debit Authorization.

Without limiting Section 4.2, you authorize Vault Pay to debit each User Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you own under this Agreement. If Vault Pay is unable to collect those amounts by debiting a User Account, then you immediately grant to Vault Pay a new, original authorization to debit each User Account without notice and according to the applicable User Bank Account Debit Authorization. Vault Pay may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section 4.3 will remain in full force and effect until (a) all of your Vault Pay Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.

4.4 Taxes.

Vault Pay’s fees exclude all Taxes, except as the Vault Pay Pricing Page states to the contrary. You have sole responsibility and liability for:

(a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and

(b) assessing, collecting, reporting and remitting Taxes for your business. If Vault Pay is required to withhold any Taxes, Vault Pay may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide to Vault Pay an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case Vault Pay will not deduct the Taxes covered by the certificate. You must provide accurate information regarding your tax affairs as Vault Pay reasonably requests, and must promptly notify Vault Pay if any information that Vault Pay prepopulates is inaccurate or incomplete. Vault Pay may send documents to you and taxing authorities for transactions processed using the Services. Specifically, Law may require Vault Pay to file periodic informational returns with taxing authorities related to your use of the Services. Vault Pay may send tax-related information electronically to you.

5. User Bank Accounts; Funds.
5.1 User Bank Accounts; Prohibition on Grant or Assignment.

You must designate at least one User Bank Account in connection with the Services. Vault Pay may debit and credit a User Bank Account as described in this Agreement. You must not grant or assign to any third party any lien on or interest in funds that may be owed to you under this Agreement until the funds are deposited into a User Bank Account.

5.2 Investment of Funds.

To the extent Law and the applicable Financial Services Terms permit, Vault Pay and its Affiliates may invest the funds that they hold into liquid investments. Vault Pay or its applicable Affiliate owns the earnings from these investments. You irrevocably assign to Vault Pay or its applicable Affiliate all rights you have (if any) to earnings from these investments.

5.3 Regulated Money Transmission; Vault Pay Status.

Certain Services involve regulated money transmission under U.S. Law. To the extent that your use of the Services involves money transmission or other regulated services under international Law, Vault Pay’s Affiliate, SPC, provides those regulated Services, and the SPC terms located on or accessible from the Vault Pay Legal Page will apply to you, unless the applicable Services Terms specify otherwise. Vault Pay is not a bank, and does not accept deposits.

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5.4 Dormant Accounts.

If you leave any funds dormant in a Vault Pay Account and you do not instruct Vault Pay on where to send them, Vault Pay may deem the funds abandoned by you and deliver them to the appropriate Governmental Authority. However, if Law requires, Vault Pay will attempt to notify you before doing so.

6. Termination; Suspension; Survival.
6.1 Termination.

(a) Your Termination. You may terminate this Agreement at any time by closing your Vault Pay Account. To do so, you must open the account information tab in your account settings, select “close my account” and stop using the Services. If after termination you use the Services again, this Agreement will apply with an Effective Date that is the date on which you first use the Services again.

(b) Vault Pay Termination. Vault Pay may terminate this Agreement (or any part) or close your Vault Pay Account at any time for any or no reason (including if any event listed in Sections 6.2(a)–(i) of these General Terms occurs) by notifying you. In addition, Vault Pay may terminate this Agreement (or relevant part) for cause if Vault Pay exercises its right to suspend Services (including under Section 6.2 of these General Terms) and does not reinstate the suspended Services within 30 days.

(c) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.

(d) Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

6.2 Suspension.

Vault Pay may immediately suspend providing any or all Services to you, and your access to the Vault Pay Technology, if:

(a) Vault Pay believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;

(b) a Governmental Authority or a Financial Partner requires or directs Vault Pay to do so;

(c) you do not update in a timely manner your implementation of the Services or Vault Pay Technology to the latest production version Vault Pay recommends or requires;

(d) you do not respond in a timely manner to Vault Pay’s request for User Information or do not provide Vault Pay adequate time to verify and process updated User Information;

(e) you breach this Agreement or any other agreement between the parties;

(f) you breach any Financial Services Terms;

(g) you enter an Insolvency Proceeding;

(h) Vault Pay believes that you are engaged in a business, trading practice, or other activity that presents an unacceptable risk to Vault Pay; or

(i) Vault Pay believes that your use of the Services (i) is or may be harmful to Vault Pay or any third party; (ii) presents an unacceptable level of credit risk; (iii) increases, or may increase, the rate of fraud that Vault Pay observes; (iv) degrades, or may degrade, the security, stability, or reliability of the Vault Pay services, Vault Pay Technology, or any third party’s system (e.g., your involvement in a distributed denial of service attack); (v) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or (vi) is or may be unlawful.

6.3 Survival.

The following will survive termination of this Agreement:

(a) provisions that by their nature are intended to survive termination (including Sections 4, 7.2, 9.4, 11, 12, and 13 of these General Terms); and

(b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.

7. Use Rights.
7.1 Use of Services.

Subject to the terms of this Agreement, Vault Pay grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Vault Pay Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

7.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to Vault Pay or its Affiliates. You grant, on behalf of yourself and your Affiliates, to Vault Pay and its Affiliates a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling, and maintaining the Vault Pay services. All Feedback is Vault Pay’s confidential information.

7.3 Marks Usage.

Subject to the terms of this Agreement, each party grants to the other party and its Affiliates a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Vault Pay as your service provider. Accordingly, Vault Pay and its Affiliates may use those Marks:

(a) on Vault Pay webpages and apps that identify Vault Pay’s customers;

(b) in Vault Pay sales/marketing materials and communications; and

(c) in connection with promotional activities to which the parties agree in writing.

When using Marks of Vault Pay or its Affiliate, you must comply with the Vault Pay Marks Usage Terms and all additional usage terms and guidelines that Vault Pay provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.

7.4 No Joint Development; Reservation of Rights.

Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to the other party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

8. Privacy and Data Use.
8.1 Privacy Policies.

Each party will make available a Privacy Policy that complies with Law. Vault Pay’s Privacy Policy explains how and for what purposes Vault Pay collects, uses, retains, discloses, and safeguards the Personal Data you provide to Vault Pay.

8.2 Personal Data.

When you provide Personal Data to Vault Pay, or authorize Vault Pay to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from the applicable individuals (including your Customers) sufficient to enable Vault Pay to lawfully collect, use, retain, and disclose the Personal Data in the ways this Agreement and Vault Pay’s Privacy Policy describe. Vault Pay will not sell or lease Personal Data that Vault Pay receives from you to any third party.

8.3 Protected Data.

To the extent Law permits, Vault Pay will use Protected Data to (a) secure, provide, provide access to, and update the Vault Pay services; (b) fulfill its obligations under Law, and comply with Financial Partner and Governmental Authority requirements and requests; and (c) prevent and mitigate fraud, financial loss, and other harm. Vault Pay is not obligated to

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9.5 Audit Rights.

If Vault Pay believes that a compromise of data has occurred on your systems, website, or app, Vault Pay may require you to permit a Vault Pay approved third-party auditor to audit the security of your systems and facilities. You must fully cooperate with all auditor requests for information or assistance. As between the parties, you are responsible for all costs and expenses associated with these audits. Vault Pay may share with Financial Services Partners any report the auditor issues.

10. Representations and Warranties.
10.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term, that:

(a) you have the right, power, and ability to enter into and perform under this Agreement;

(b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a Vault Pay account and use the Services;

(c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;

(d) your employees, contractors, and agents are acting consistently with this Agreement;

(e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;

(f) you are authorized to initiate settlements to and debits from the User Bank Accounts;

(g) you comply with Law with respect to your business, your use of the Services and Vault Pay Technology, and the performance of your obligations in this Agreement;

(h) you comply with the Documentation;

(i) you comply with the Financial Services Terms and are not engaging in activity that any Financial Partner identifies as damaging to its brand;

(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;

(k) you own each User Bank Account, and each User Bank Account is located in a Vault Pay-approved country for the location of your Vault Pay Account, as described in the Documentation; and

(l) all information you provide to Vault Pay, including the User Information, is accurate and complete.

10.2 Scope of Application.

Unless this Agreement states to the contrary elsewhere, the representations and warranties in Sections 10.1 and 15.9 of these General Terms apply generally to your performance under this Agreement. Additional representations and warranties that apply only to a specific Service may be included in the Services Terms.

11. Indemnity.
11.1 Vault Pay IP Infringement.

(a) Defense and Indemnification. Vault Pay will defend you against any IP Claim and indemnify you against all IP Claim Losses.

(b) Limitations. Vault Pay’s obligations in this Section 11.1 do not apply if the allegations do not specify that the Vault Pay Technology, Services, or Mark of Vault Pay or its Affiliate is the basis of the IP Claim, or to the extent the IP Claim or IP Claim Losses arise out of:

(i) the use of the Vault Pay Technology or Services in combination with software, hardware, data, or processes not provided by Vault Pay;

(ii) failure to implement, maintain, and use the Vault Pay Technology or Services in accordance with the Documentation and this Agreement;

(iii) your breach of this Agreement; or

(iv) your negligence, fraud, or willful misconduct.

(c) Process. You must promptly notify Vault Pay of the IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Vault Pay of its obligations under this Section 11, except to the extent Vault Pay has been prejudiced by the delay or failure. You must give Vault Pay sole control and authority to defend and settle the IP Claim, but (i) you may participate in the defense and settlement of the IP Claim with counsel of your own choosing at your own expense; and (ii) Vault Pay will not enter into any settlement that imposes any obligation on you (other than payment of money, which Vault Pay will pay) without your consent. You must reasonably assist Vault Pay in defending the IP Claim.

(d) Other Vault Pay Actions. Vault Pay may in its discretion and at no additional expense to you:

(i) modify the Vault Pay Technology or Services so that they are no longer claimed to infringe or misappropriate IP Rights of a third party;

(ii) replace the affected Vault Pay Technology or Services with a non-infringing alternative;

(iii) obtain a license for you to continue to use the affected Vault Pay Technology, Services, or Mark; or

(iv) terminate your use of the affected Vault Pay Technology, Services, or Mark upon 30 days’ notice.

(e) Exclusive Remedy. This Section 11.1 states Vault Pay’s sole liability, and your sole and exclusive right and remedy, for infringement by the Vault Pay Technology, Services, or Marks of Vault Pay or its Affiliate, including any IP Claim.

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11.2 User Indemnification.

(a) Defense. You will defend the Vault Pay Parties against any Claim made against any of the Vault Pay Parties to the extent arising out of or relating to:

(i) your breach of any of your representations, warranties or obligations under this Agreement;

(ii) your use of the Services, including use of Personal Data;

(iii) an allegation that any of the Marks you license to Vault Pay, or your Content, infringes on or misappropriates the rights, including IP Rights, of the third party making the Claim; or

(iv) a User Party’s negligence, willful misconduct or fraud.

(b) Indemnification. You will indemnify the Vault Pay Parties against all Vault Pay Losses arising out of or relating to Claims described in this Section 11.2.

12. Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

12.1 Disclaimer.

Vault Pay provides the Services and Vault Pay Technology “AS IS” and “AS AVAILABLE”. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Vault Pay does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, Financial Partners, the Vault Pay Technology, Vault Pay Data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. The Vault Pay Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your Vault Pay Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures. Further, the Vault Pay Parties are not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Vault Pay Data or Protected Data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service (e) errors, inaccuracies, omissions or losses in or to any Protected Data or Vault Pay Data; (f) Content; or (g) the defamatory, offensive, or illegal conduct of others.

12.2 LIMITATIONS ON LIABILITY.

(a) Indirect Damages. To the maximum extent permitted by Law, the Vault Pay Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Vault Pay Parties have been advised of their possibility.

(b) General Damages. To the maximum extent permitted by Law, the Vault Pay Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Vault Pay (excluding all pass-through fees levied by Financial Partners) during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

13. Dispute Resolution; Agreement to Arbitrate.

13.1 Binding Arbitration.

(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in San Francisco, California before a single arbitrator.

(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.

(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.

(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 13 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.

13.2 Arbitration Procedure.

(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

(b) Subject to Section 13.2(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

(c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the

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13.4 Conflict of Rules.

In the case of a conflict between the provisions of this Section 13 and the AAA Rules, the provisions of this Section 13 will prevail.
13.5 Class Waiver.

To the extent Law permits, any dispute arising out of or relating to this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
13.6 No Jury Trial.

If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.
14. Modifications to this Agreement.

Vault Pay may modify all or any part of this Agreement at any time by posting a revised version of the modified General Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Vault Pay Legal Page or by notifying you. The modified Agreement is effective upon posting or, if Vault Pay notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Vault Pay Legal Page regularly for modifications to this Agreement. Vault Pay last modified these General Terms on the date listed under the “General Terms” heading, and each set of Services Terms on the date listed under the heading for those terms. Except as this Agreement (including in this Section 14) otherwise allows, this Agreement may not be modified except in a writing signed by the parties.
15. General Provisions.
15.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-SIGN Disclosure, which is incorporated into this Agreement by this reference.
15.2 Notices and Communications.

(a) Notices to Vault Pay. Unless this Agreement states otherwise, for notices to Vault Pay, you must contact us. A notice you send to Vault Pay is deemed to be received when Vault Pay receives it.

(b) Communications to you. In addition to sending you a Communication electronically as Section 15.1 of these General Terms describes, Vault Pay may send you Communications by physical mail or delivery service to the postal address listed in the applicable Vault Pay Account. A Communication Vault Pay sends to you is deemed received by you on the earliest of (i) when posted to the Vault Pay Website or Vault Pay Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.
15.3 Legal Process.

Vault Pay may respond to and comply with any Legal Process that Vault Pay believes to be valid. Vault Pay may deliver or hold any funds or, subject to the terms of Vault Pay’s Privacy Policy, any data as required under the Legal Process, even if you are receiving funds or data on behalf of other parties. Where Law permits, Vault Pay will notify you of the Legal Process by sending a copy to the email address in the applicable Vault Pay Account. Vault Pay is not responsible for any losses, whether direct or indirect, that you may incur as a result of Vault Pay’s response or compliance with a Legal Process in accordance with this Section 15.3.
15.4 Collection Costs.

You are liable for all costs Vault Pay incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

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15.5 Interpretation.

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Except where expressly stated otherwise in a writing executed between you and Vault Pay, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.

(d) All references in this Agreement to any terms, documents, Law or Financial Services Terms are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(e) The section headings of this Agreement are for convenience only, and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
15.6 Waivers.

To be effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
15.7 Force Majeure.

Vault Pay and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in Vault Pay or its Affiliates’ performance or non-performance, to the extent caused by a Force Majeure Event.
15.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without Vault Pay’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Vault Pay may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
15.9 Export Control.

You must not use or otherwise export, re-export or transfer the Vault Pay Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the Vault Pay Technology was distributed and obtained, including by providing access to Vault Pay Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the Vault Pay Technology, you represent as of the Effective Date and warrant during the Term that you are not (x) located in or organized under the laws of any High-Risk Jurisdiction; (y) a High-Risk Person; or (z) owned 50% or more, or controlled, by individuals and entities (i) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (ii) any of whom or which is a High-Risk Person. You must not use the Vault Pay Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
15.10 No Agency.

Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Vault Pay and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and Vault Pay or its Affiliate as agent, the agency conferred, including your rights as principal and Vault Pay’s or its Affiliate’s obligations as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or Vault Pay or its Affiliate, and will in no event establish an agency relationship for tax purposes.
15.11 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
15.12 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these General Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
15.13 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

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Definitions

“AAA Rules” means the American Arbitration Association’s Commercial Arbitration Rules as described in Section 13.1(b) of the General Terms.

“ACH Network” means the automated clearinghouse payment network that the member organizations of Nacha control and manage.

“Acquirer Terms” means the terms that a Payment Method Acquirer has specified that apply to that Payment Method Acquirer’s services, located on or accessible from the Vault Pay Legal Page.

“Activity” means any action taken on or related to a Connected Account that a Vault Pay Connect Platform or a Connected Account initiates, submits or performs, either through the Vault Pay Technology or through the Vault Pay Connect Services, including communication regarding the Services as related to that Connected Account.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

“Asset Account” means the account in which funds are maintained to support the extension of credit in connection with the Vault Pay Issuing Programs, which is, depending on which Vault Pay Issuing Program you participate in, your Issuing top-up balance, your Acquiring Receivables balance (as defined in the applicable Issuing Bank Terms), or your Financial Account.

“Authorized Purpose” means the purpose approved by Vault Pay under Section 2.1 of the Vault Pay Financial Connections Terms for which you may collect, use, disclose and process Connections Data.

“Authorized User” means an individual that a Vault Pay Treasury Accountholder authorizes to use the Vault Pay Treasury Services.

“Available Treasury Balance” means the amount of funds that is available to be transferred or paid out of a Financial Account.

“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.

“Beta Service” means any Beta portion of the Services or Vault Pay Technology.

“Card” means a Card Network-branded payment card (which may be a physical card or tokenized, encrypted, or digitized form of a physical card) an Issuing Bank issues to a Vault Pay Issuing Accountholder for the Vault Pay Issuing Accountholder’s business purposes in connection with the Vault Pay Issuing Programs.

“Card Account Data” means (a) Vault Pay Data generated by your use of the Vault Pay Issuing Services; and (b) Personal Data that you (or, if applicable, your Vault Pay Connect Platform) provide to the applicable Issuing Bank through Vault Pay for the Vault Pay Issuing Services, or that you authorize Vault Pay and any Issuing Bank to collect in relation to the Vault Pay Issuing Services.

“Card Authorized User” means an individual a Vault Pay Issuing Accountholder authorizes to use a Card to make Card Transactions on the Vault Pay Issuing Accountholder’s behalf (e.g., the Vault Pay Issuing Accountholder’s employee or representative).

“Card Authorized User Terms” means the terms governing a Card Authorized User’s use of a Card.

“Card Dispute” means a dispute in relation to a Card Transaction between you and the merchant or seller of a good or service.

“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.

“Card Network Rules” means the Payment Method Rules published by a Card Network.

“Card Transaction” means a transaction you or your Card Authorized User initiates to make a payment with a Card or to obtain cash at an automatic teller machine (ATM).

“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.

“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

“Climate Project” means a climate project that Vault Pay funds.

"Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.

“Connected Account” means (a) a Platform User that has a Vault Pay account onboarded to a Vault Pay Connect Platform via the Vault Pay Connect services; or (b) if the Platform User does not have a Vault Pay account, then a Platform User to which you have, as a Vault Pay Connect Platform, sent funds using the Vault Pay Connect Services.

“Connected Account Agreement” means the agreement with Vault Pay that applies to Connected Accounts (except Payout Recipients), which is accessible on the Vault Pay Legal Page for the Connected Account's jurisdiction.

“Connected Account Data” means data about Connected Accounts and Activity, which may include Protected Data and Vault Pay Data.

“Connections Data” means data associated with a Connections End User’s financial account that Vault Pay provides to you through the Vault Pay Financial Connections Services, which may include account and routing numbers, account ownership information, account balance, and account transactions, from Data Sources.

“Connections End User” means an End User whose Connections Data you request to access, collect, use, and process in connection with the Vault Pay Financial Connections Services.

“Content” means all text, images, and other content that Vault Pay does not provide to you and that you upload, publish or use in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Credential Compromise” means an unauthorized access, disclosure or use of your Vault Pay Account credentials.

“Custodial Account” means a custodial account that SPC maintains, in its name, at the Treasury Bank, for the benefit of all accountholders using the Vault Pay Treasury Services.

“Custom Account” means a Connected Account enrolled as a Custom account, as described in the Documentation.

“Customer” means an entity or individual who owes payment to you in exchange for you providing goods or services (including charitable services).

“Cut-Off Time” means the time on a business day by which SPC must receive an instruction or Financial Account Transaction request from a Vault Pay Treasury Accountholder in order to process that instruction or request on the same day.

“Data Source” means an entity that provides financial account information to Vault Pay.

“Data Processing Agreement” means data processing agreement located at www.Vault Pay.com/[countrycode]/legal/dpa, where “[countrycode]” means the two-letter abbreviation for the country where your Vault Pay Account is located.

“Data Warehouse” means a data storage solution listed on the Vault Pay Website that you select.

“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “charge

Please note that "Vault Pay" is a fictional name as there is no known service or entity by that name