These Terms of Service (the "Terms" or "Agreement"), together with our Privacy Policy, which is incorporated herein by reference, represent a legally binding agreement between you and MCA Vault LLC (the "Company", “we”, “us”, “our”), its affiliates, subsidiaries, divisions, contractors, including all data sources, marketing partners and third party suppliers. These Terms govern your access and use of the information, services, functionality, and/or materials provided by the Company through our website, mobile or web applications, or other digital products that link to or reference these Terms (collectively, the “Services”).

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The Company is willing to license or allow the use of the Website and the related Services to you only on the condition that you accept and agree to all of the terms and conditions contained in this document. By using the Website and by completing any purchase, you expressly accept and agree to be bound by and abide by all the Terms contained herein.

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IF YOU DO NOT AGREE WITH THE ENTIRETY OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING AND USING THE WEBSITE OR PURCHASING AND USING THE COMPANY’S SERVICES, AND YOU ARE HEREBY INSTRUCTED TO EXIT THE WEBSITE IMMEDIATELY.

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THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT WAIVE YOUR RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS YOU OPT-OUT. USE OF THE WEBSITE AND/OR THE SERVICES REQUIRES YOU TO ARBITRATE ALL DISPUTES ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION 19 AND LIMITATION OF LIABILITY SECTION 16 BELOW.

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1. ELIGIBILITY; AUTHORITY.

The Website and the Services are available only to duly organized business entities who can form legally binding contracts under applicable law. By using this Website and/or Services, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "user" or "customer" shall refer to such corporate entity. If the Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. The Company shall not be liable for any loss or damage resulting from the Company’s reliance on any instruction, notice, document or communication reasonably believed by the Company to be genuine and originating from an authorized representative of a corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the Company reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

2. REPRESENTATIONS.

By accessing or using this Website you hereby represent and warrant that: (a) you agree to comply with these Terms, (b) your business is duly organized and registered, validly existing and in good standing under the Laws of the State in which the business is organized and registered; (c) you have all requisite legal capacity, right, power, and authority to enter into these Terms and perform all obligations hereunder; (d) any information provided or made available by you is at all times accurate and complete; (e) you will not access the Website through automated or non-human means, whether through a bot, script, or otherwise; (f) you will comply with all applicable local, state and federal laws and regulations in performance of your obligations and exercise of your rights under these Terms; (g) you will not use the Website for any illegal or unauthorized purpose; and (h) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

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If any of your representations in this Section are false, inaccurate, untrue, or incomplete, the Company reserves the right, in its sole discretion, to immediately and without notice terminate your access to and use of this Website and/or cancel any of your pending purchases with the Company. You will nevertheless remain liable for any purchases made prior to termination.

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The Website is controlled and operated by MCA Vault LLC from its offices and facilities within the United States. The Company makes no representation that the Website is appropriate or available for use in other locations, and access to the Website from territories or nations where any aspect of the Website is illegal is hereby expressly prohibited. You access the Website solely on your own volition and are responsible for compliance with all applicable local laws.

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3. MODIFICATION OF AGREEMENT, WEBSITE OR SERVICES

The Company may, in its sole and absolute discretion, change or modify these Terms, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Website. Posting of the updated Terms on the Website will constitute notice to you of any such changes, although the Company may choose other types of notice for certain changes. Please ensure that you check the applicable Terms every time you use the Website or before you purchase any of the Services, so that you understand which Terms apply. Your continued use of the Website and/or the Services shall constitute your acceptance of all changes, and each use of the Website or and/or the Services constitutes your reaffirmation of your acceptance of these Terms of Use. If you do not agree to the changes to these Terms of Use, you sole and exclusive remedy will be to terminate your account and cease use of the Website and/or the Services. In addition, the Company may terminate your use of the Website and/or the Services for any violation or breach of any of the terms of this Agreement by you. 

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THE COMPANY RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

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4. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Website is the Company’s proprietary property, and all text, graphics, interfaces, photographs, audio, video, sounds, images, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and/or compilation and the selection, coordination, arrangement, and enhancement of the content of the Website (“Content”) are owned, controlled, and licensed exclusively by the Company and/or its suppliers and are protected by United States and foreign laws including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.

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MCA Vault LLC and all other names, logos, icons, and any of the events, programs, products, and/or services are owned exclusively by the Company, and any use of such marks without the prior express written permission of the Company is hereby strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

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Except as expressly provided in these Terms, the Company does not grant any express or implied intellectual property or proprietary right to you or any other person. Your unauthorized use of the Website and/or the Services may violate intellectual property or other proprietary rights laws of the United States and/or a foreign nation, as well as other laws, regulations, and statutes.

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5. LICENSE GRANTS

The Company reserves all rights not expressly granted in and to the Website, the Content and the Services. This Agreement does not transfer ownership or license under any copyright, trademark, patent, or other proprietary right, except as herein provided.

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   a. LICENSE GRANTS ASSOCIATED WITH YOUR USE OF WEBSITE

Subject to your continued strict compliance with the terms and conditions of this document and subject to the limitations below, the Company provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, and non-transferable license to use the Website. The Content is provided to you “as is”, “as available” and “with all faults” for information purposes only. Except as expressly set forth in these Terms, you may not copy, download, display, distribute, publish, enter into a database, perform, alter, modify, create derivative works, transmit, post, decompile, reverse engineer, disassemble or in any way exploit any of our intellectual property or the Website itself without the Company’s express prior written authorization. You hereby acknowledge and agree that (i) the content layout, formatting, and features of and access privileges for the Website shall be determined by the Company in its sole and absolute discretion; (ii) the Company has the right to control and direct the means, manner, and method by which the Website is provided; (iii) the Company may, from time to time, engage independent contractors, consultants, or subcontractors to aid the Company in providing the Website or use thereof; and (iv) the Company has the right to provide the Website to others. In addition, you hereby acknowledge and agree that these Terms provide you with only a limited license to access and use the Website. Accordingly, you hereby acknowledge and agree that the Company transfers no ownership or intellectual property interest or title in and to the Website to you or anyone else under these Terms.

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   b. LICENSE GRANT ASSOCIATED WITH THE SERVICES PROVIDED UNDER MEMBERSHIP PLAN

Upon your purchase of, or subscription to the Membership Plan, the Company shall grant you a limited license to use its Services and any data contained therein solely for you own internal investigation, compliance, and risk management purposes, subject to the restrictions and limitations set forth herein. You represent and warrant that your use of the Company’s Services shall be for only legitimate business purposes. You shall not use the Services for collections, advertising or marketing purposes or to resell or broker the Services to any third-party. You shall not use the Services in any manner that violates the prohibitions set forth in Sections 6 and 7 of this Agreement. You shall comply with all laws, regulations and rules which govern the use of the Services and information provided therein. You acknowledge that the Services may include the provision of personally identifiable information and it is your obligation to keep all such information confidential and secure.

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You shall not access the Services from Internet Protocol addresses located outside of the United States and its territories without the Company’s prior written approval. In any event, you understand and agree that (i) the Services are provided to it in the United States at the point at which you access Company server facilities; and (ii) the Company makes no representation regarding the legality of accessing its Services from outside of the United States and its territories.

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The Company may at any time mask or cease to provide you access to any Services or portions thereof which the Company may deem, in the Company’s sole discretion, to be sensitive or restricted information. You agree that if the Company determines or reasonably suspects that continued provision of the Services to you entails a potential security risk, or that you are otherwise violating any provision of these Terms, or any of the laws, regulations, or rules referenced herein, the Company may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the Services to you.

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6. PROHIBITED ACTIVITIES

You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, or grant a security interest in the Website and any information received through the Services. You may not use the Website and any information received through the Services in any manner not expressly permitted herein. By way of illustration and not limitation, you may NOT:

• Use the Website or Services in a manner inconsistent with any applicable laws or regulations;

• Use the Website or Services for any commercial purpose or any manner not permitted by the licenses granted hereunder;

• Use the Website or the Services in a manner that could damage, disparage, or otherwise negatively impact the Company;

• Use any information obtained from the Website or the Services in order to harass, abuse, or harm another person;

• Forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Company on or through the Website;

• Use the Website or the Services to harvest or collect any information in a manner inconsistent with these Terms;

• Use the Website or the Services as part of any effort to compete with us;

• Use the Website or the Services to advertise or offer to sell goods and services;

• Delete the copyright or other proprietary rights notices from any content;

• Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or the Company’s systems or networks or any systems or networks connected to the Website;

• Use any device, software, or routine to interfere with the proper working of the Website or any transaction conducted on the Website, or with any other person’s use of the Website;

• Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein;

• Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;

• Attempt to gain unauthorized access to (a) any portion or feature of the Website, (b) any other systems or networks connected to the Website, (c) any Company server, or (d) to any of the services offered on or through the Website, by hacking, password “mining,” or any other illegitimate or prohibited means;

• Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory;

• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website or the Services;

• Harvest, reverse look-up, trace, seek to trace or collect any information about or regarding any user of or visitor to the Website, including but not limited to any personal data or information;

• Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphic interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);

• Engage in unauthorized framing of or linking to the Website;

Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), 

• that interferes with any party’s uninterrupted use and enjoyment of the Website remodifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website;

• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;

• Copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

• Use any “deep link,” “page scrape,” “robot,” “spider,” or any other device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website in order to obtain or attempt to obtain any materials, pictures, documents, or any other information through any means not purposely made available through the Website.

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Any use of the Website or the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Website and the Services.

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7. USER GENERATED DATA

The Company’s data-driven platform compiles, analyzes and shares certain non-public business and financial information to provide investigation, compliance, and risk management tools for the MCA industry. You agree and covenant that, in connection with using this Website and the Services, you will not at any time, improperly use or disclose confidential information or trade secrets of any person or entity to whom you have an obligation of confidentiality. By transmitting any information to, through, or in connection with the Services (collectively, “Your User Generated Data”) you represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of Your User Generated Data as described herein. You represent and warrant that Your User Generated Data does not violate these Terms. You shall be liable for and shall indemnify to the fullest extent of the law the Company, its Affiliates, officers, directors, employees, subcontractors, customers and agents against any losses, claims, costs or expenses arising from your failure, for whatever reason, to obtain the necessary rights, consents, and permissions to use any third party confidential information.

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You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, transferable rights to use Your User Generated Data. By “use” we mean use, offer for sale, sell, import, practice, copy, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your User Generated Data. You also irrevocably grant other users of the Services the right to access Your User Generated Data in connection with their use of the Services. You irrevocably waive against the Company and its users any claims and assertions of any intellectual property rights with respect to Your User Generated Data. You understand and acknowledge that you alone are responsible for Your User Generated Data, and you, not Company, assume all risks associated with Your User Generated Data, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your User Generated Data that makes you or anyone else personally identifiable.

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You acknowledge and agree that if any confidential information is disclosed to you in any way in connection with your use of this Website and Services, that confidential information shall remain the sole and exclusive property of its owners, and that you shall own no interest in or title to such confidential information, and no such interest or title is granted to you as a result of your use of the Services. You agree to hold all confidential information in strict confidence and shall not use any confidential information for any purpose other than risk management purposes intended by the Services.

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Notwithstanding anything in these Terms to the contrary, the Company or the Company’s data provider shall own your search inquiry data (in the past or future) and may use such data for any purpose consistent with applicable federal, state and local laws, rules and regulations, and the Privacy Policy.

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8. ACCOUNTS & SECURITY

Some or all of the Services and certain features or functionalities may require you to register an Account. When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy. Accounts are subject to the Company’s acceptance in its sole discretion. Once you establish an Account, you are responsible for all activities that occur in connection with that Account. You agree to immediately notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other people. Accordingly, you understand and agree that you shall be liable for any activity performed by others using the Site, your email address and password. The Company shall not be responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.

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The Company may immediately terminate your Account, or suspend your access to your Account, in our sole discretion and, without notice, for conduct that we believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of this Agreement or any other policies or guidelines posted by the Company; or (iii) harmful to other users, third parties, or the business interests of the Company. The use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against the Company, or a claim which in any way involves the Company, we may terminate your Account. Upon termination of your Account by us for any of the above-mentioned reasons, (a) you may not establish a new Account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (b) we will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your Account.

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You shall provide us with accurate, complete, and updated Account information at all times. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account.

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9. PRIVACY POLICY

You hereby understand, acknowledge, and agree that the operation of certain portions of the Website and/or the receipt of certain information and/or purchase of Services may require the submission, use, and dissemination of certain personally identifiable information. Accordingly, if you wish to access and use those areas of the Website, and/or receive such information and/or purchase Services, you hereby acknowledge and agree that your use of this Website will constitute acceptance of the Company’s personally identifiable information collection and use practices. Please see the Company’s Privacy Policy for a summary of the Company’s personally identifiable information collection and use practices. By using the Website, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.

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10. SERVICE ORDERS; PAYMENT AND FEES.

MCA Vault LLC offers the following Membership Plan:

• Unlimited Database Access: $2,500.00 per month. Your Membership Plan will automatically renew every 30 days unless you cancel before the start of the next term. MCA Vault LLC will charge the recurring membership fee of $2,500.00 to the same payment option you use today until you cancel in writing or by going to My Account.

All Membership Plan orders placed through the Website are subject to the Company’s acceptance. After your order has been placed, we will provide you with an email confirming our receipt of your order and, if your order is accepted, confirming our acceptance of your order. When placing your order, you represent and warrant that all information you provide in connection with your purchase is true and accurate. The Company may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If your payment method has already been charged for an order that is later cancelled by the Company, we will issue you a refund.

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The following terms shall apply to all Membership Plans orders placed with MCA Vault LLC:

   a. AGREEMENT TO PAY. You agree to pay all amounts due for Services at the time you order them. All payments are final and non-refundable. If you fail to make any scheduled payment for a Membership Plan, the Company may, in its sole discretion, terminate your membership in the Membership Plan and/or your Account.

   b. PRICE CHANGES. The Company reserves the right to change its prices, fees and billing practices at any time, and such changes shall be posted online at this Website and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services come up for renewal as further described below. If you do not agree with these changes, you may cancel your Membership Plan, but you will remain responsible for payment of any and all fees that you have already incurred. Continued enrollment of the Membership Plan after receipt of such email notice constitutes consent to any and all such changes.

   c. RECURRING SERVICES. In order to ensure that you do not experience an interruption or loss of Services, Services are billed on a recurring subscription basis. By signing up for the Membership Plan, you authorize the Company and/or its Affiliates to charge your debit or credit card or your back account via an ACH transfer (“Payment Method”) any and all fees associated with such Services, and you acknowledge and agree that the Company will not obtain additional authorization from you for each recurring fee charged to your Payment Method. In addition, you agree that the Company shall not be responsible or liable for any overdraft charges or fees which you might incur as a result of your Subscription. You must maintain accurate and up-to-date payment information. We assume no responsibility or liability if your access to the Services fails to renew or otherwise expires because of outdated or incorrect payment information. Subscriptions shall automatically renew the applicable Service upon expiration of the then current term for a renewal period equal in time to the most recent Service period. Renewals will be charged at the Company’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original Service period.

   d. SUBSCRIPTION TERMINATION. You may cancel any subscription-based Service by providing written notice of your cancellation within 30 days of the applicable billing cycle. Any cancellation request will result in the cancellation of any upcoming charges associated with your Subscription. However, upon cancellation of your Subscription, you will still be responsible for paying the costs associated with any invoices or bills already issued to you and/or received by you.

   e.  CHARGEBACKS. If for any reason the Company is unable to charge your Payment Method for the full amount owed, or if the Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that Company may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, of any Services. Further, we consider chargebacks and reversals as potential cases of fraudulent use of our services and/or theft of services and will be treated as such. We reserve the right of filing a complaint with the appropriate local and federal authorities to investigate. Be advised that all activity and IP address information is being monitored and that this information may be used in a civil and/or criminal case(s) against a customer if there is fraudulent use and or theft of services.

   f. ADMINISTRATIVE FEES. The Company also reserves the right to charge you reasonable administrative fees" for (i) tasks the Company may perform outside the normal scope of its Services, (ii) additional time and/or costs the Company may incur in providing its Services, and/or (iii) your noncompliance with these Terms (as determined by the Company in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) recouping any and all costs and fees, including the cost of Services, incurred by the Company as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees will be billed to the Payment Method you have on file with the Company.

   g. TAXES. All orders are subject to applicable taxes in the states where the member resides.