Effective Date: November 25, 2025
These Terms and Conditions ("Terms") govern your use of the Vault CPS website (the "Site") and any related services, content, and products provided by Vault CPS ("Vault CPS," "we," "us," or "our"). By accessing or using the Site or our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Site or our services.
1. Acceptance of Terms
1.1. Agreement: These Terms constitute a legally binding agreement between you and Vault CPS. Your acceptance of these Terms is a condition precedent to your use of the Site and services.
1.2. Eligibility: You affirm that you are either 18 years of age or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
2. Services and Partnership
2.1. Scope of Services: Vault CPS specializes in secure lifecycle management services, including, but not limited to, PCI Key Injection (KIF), device repair, secure logistics, and end-of-life asset recovery. Specific services offered will be governed by a separate, formal written agreement (e.g., a Partner Agreement, Service Level Agreement, or Statement of Work).
2.2. Partner Application: Submitting a Partner Application Form through the Site does not guarantee acceptance into the Vault CPS Channel Program. All applications are subject to review and approval by Vault CPS.
2.3. Modification of Services: Vault CPS reserves the right to modify, suspend, or discontinue any service or product offered on the Site or via separate agreement, at any time, with or without notice to you.
3. User Obligations and Conduct
3.1. Lawful Use: You agree to use the Site and services only for lawful purposes and in a way that does not infringe the rights of, restrict, or inhibit anyone else's use and enjoyment of the Site.
3.2. Prohibited Conduct: You shall not engage in any activity that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site, including, but not limited to:
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Uploading or distributing viruses, corrupted files, or similar software.
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Attempting to gain unauthorized access to any parts of the Site, other accounts, or computer systems.
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Collecting or harvesting any personally identifiable information from the Site.
3.3. Account Security: If you create an account, you are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Vault CPS immediately of any unauthorized use of your account.
4. Intellectual Property Rights
4.1. Ownership: The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Vault CPS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
4.2. Trademarks: The Vault CPS name, the Vault CPS logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Vault CPS or its affiliates or licensors. You must not use such marks without the prior written permission of Vault CPS.
4.3. Limited License: We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely for your internal business purposes or personal use, as permitted by these Terms.
5. Disclaimers and Limitation of Liability
5.1. Disclaimer of Warranties: The site and all services and content are provided on an “as is” and “as available” basis, without warranties of any kind, express or implied. Vault CPS hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for a particular purpose.
5.2. Limitation of Liability: In no event will Vault CPS, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the site, any websites linked to it, any content on the site or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
5.3. Maximum Liability: The maximum aggregate liability of Vault CPS to you for all claims arising under or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the greater of (a) the amount paid by you to Vault CPS for the specific service giving rise to the claim in the twelve (12) months preceding the claim, or (b) One Hundred U.S. Dollars ($100.00).
6. Indemnification
You agree to defend, indemnify, and hold harmless Vault CPS, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Site, including, but not limited to, your User Contributions, any use of the Site's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Site.
7. Governing Law and Jurisdiction
7.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
7.2. Jurisdiction: Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in the City of Wilmington, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
8. Miscellaneous
8.1. Entire Agreement: These Terms, together with the Vault CPS Privacy Policy, constitute the sole and entire agreement between you and Vault CPS regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.
8.2. Waiver and Severability: No waiver by Vault CPS of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Vault CPS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
8.3. Changes to Terms: We may revise and update these Terms from time to time in our sole discretion. All changes take effect immediately upon posting. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.
