Please review the terms and conditions governing the use of our services.
Update Effective: September 19, 2025
The terms and conditions set forth herein shall apply to the use of, or access to, the Portal and/or Portal Information through an agreement with MBSi Corp.
Portal access granted to Customer shall be subject to and contingent upon Customer's compliance with these terms and conditions. Customer and its Authorized Users may access and use the Portal and Portal Information in the manner permitted in these terms and conditions, solely for Customer's internal use.
Customer assumes full liability and responsibility for the acts and omissions of its Authorized Users and will take all reasonable steps to ensure that no unauthorized persons shall have access to Portal and Portal Information.
Customer shall be solely responsible for any and all equipment, facilities and/or connections necessary to enable access to the Portal and the Portal Information. VINchex shall have no responsibility for any such equipment, facilities or connections. Where delivery is provided by way of login access codes, user names and/or passwords ("Logins"), Customer acknowledges and agrees that these are only for Authorized Users' use and may not be shared. VINchex reserves the right to cancel any Login and/or assign replacement Logins if VINchex suspects unauthorized use.
Customer shall at all times maintain security systems and procedures no less stringent than those it applies to its own similar confidential or sensitive data to prevent any unauthorized access to, misuse of, or disruption to the Portal or the Portal Information. These shall include: (a) establishing and maintaining all reasonable procedures and systems to ensure that the Portal is accessible only by Authorized Users; and (b) promptly giving written notice to VINchex of any unauthorized access or misuse.
Customer shall not:
The Portal and Portal Information is subject to modification by VINchex: (a) to reflect statistical, technical, administrative, market-based or other changes; (b) to comply with requirements of Third-Party Providers; or (c) in connection with any legal, regulatory or market-based changes.
As between VINchex and Customer, VINchex (or its Affiliates or Third-Party Providers) owns the Portal and Portal Information, and Customer owns all Customer Information. Customer acknowledges that the Portal shall not be considered works for hire, and was developed through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money. The Portal constitutes valuable intellectual property and trade secrets of VINchex.
Customer acknowledges that certain Third-Party Providers may have rights in the software, data or information forming part of the Portal or Portal Information and agrees to comply with any restriction or condition imposed by Third-Party Providers.
Customer acknowledges that any dissemination or distribution of data or information identical to or derived from the Portal shall (other than as permitted expressly under these terms and conditions) be deemed a material breach of these terms and conditions.
Each Party (a "Recipient") will keep confidential the Confidential Information of the other Party (the "Discloser"), using the same degree of care it uses to protect its own information of like nature, but in no event less than a reasonable degree of care. Recipient will use Discloser's Confidential Information internally solely for the purpose of performing its obligations under these terms and conditions.
Confidential Information does not include information that: (a) is now or subsequently becomes public knowledge through no breach on the part of Recipient; (b) was rightfully in Recipient's possession before receipt from Discloser; (c) Recipient independently develops without using Discloser's Confidential Information; or (d) Recipient obtains from a third-party without any obligation of confidentiality.
Recipient may disclose Discloser's Confidential Information to the extent required by applicable law or any judicial or government request or order, provided that Recipient gives prompt written notice to Discloser where allowed by law.
VINchex will defend Customer and its Affiliates from and against any claim by a third-party alleging that the Portal, when used in accordance with these terms and conditions, infringes any patent, trade secret, copyright or other proprietary rights. VINchex will have no liability for infringement claims arising from: (a) access or use in breach of these terms; (b) unauthorized modification; (c) use of a non-current version; (d) compliance with Customer-furnished specifications; or (e) claims over fundamental public domain technology.
Customer will defend VINchex, its Affiliates and Third-Party Providers from and against any claim by a third-party alleging that Customer Information infringes or misappropriates any proprietary rights. Customer will also indemnify VINchex for any losses arising from Customer's access, use, or reliance on the Portal or Portal Information.
Indemnification obligations are contingent upon providing: (a) prompt written notice; (b) the right to sole control of the defense or settlement; and (c) reasonable cooperation and assistance. The indemnifying Party shall not enter into any settlement that imposes liability on the indemnified Party without prior written consent.
CUSTOMER AGREES THAT ACCESS TO THE PORTAL AND THE PORTAL INFORMATION PROVIDED UNDER THESE TERMS AND CONDITIONS ARE "AS IS" AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER VINCHEX, ITS AFFILIATES, NOR ANY THIRD-PARTY PROVIDER MAKES ANY REPRESENTATION, WARRANTY, CONDITION, OR UNDERTAKING, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO: (A) THE PORTAL OR PORTAL INFORMATION OR THE RESULTS OBTAINED IN USING THEM; OR (B) ANY DOCUMENTATION OR MATERIALS PROVIDED OR MADE AVAILABLE UNDER THESE TERMS AND CONDITIONS, INCLUDING: (I) THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; OR (II) THEIR CONTINUITY, ACCURACY, TIMELINESS OR COMPLETENESS.
NEITHER VINCHEX, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, NOR CUSTOMER, WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES, INCLUDING: (A) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (B) LOSS OF DATA OR INFORMATION; (C) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (D) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.
Except for each Party's indemnification obligations, the maximum liability of VINchex, its Affiliates and Third-Party Providers to Customer, and Customer to VINchex, for all claims under these terms and conditions will be limited to the Fees paid (or payable) by Customer to VINchex in the prior twelve (12) months.
The limits on liability shall not apply in respect of liability for damages related to death or personal injury resulting from gross negligence or willful default, or any damages arising from fraud or fraudulent misrepresentation or which cannot be excluded under applicable law.
VINchex may cancel or withdraw access to the Portal or Portal Information:
Customer may cancel its access to the Portal:
No termination relieves either Party of any liability incurred prior to such termination, or Customer's payment obligation.
VINchex is entitled to suspend Customer's access with immediate effect if: (a) Customer is in breach; (b) Customer fails to cooperate with investigation of a suspected breach; or (c) it is necessary to comply with Third-Party Provider requirements or applicable law.
The Portal and Portal Information: (a) were developed at private expense and are VINchex's proprietary assets; (b) were not developed with government funds; (c) are trade secrets for purposes of the Freedom of Information Act; and (d) are commercial products as defined in FAR 2.101. Any Portal or Portal Information used by, for, or on behalf of the U.S. Government are provided with LIMITED RIGHTS. Any software or tools embedded in the Portal are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions at FARS 12.211 and 12.212(a) and/or DFARS 227.7202-1(a).
The Portal and Portal Information are intended only for professionals in the financial markets and certain other industries. They should not be construed as financial, investment, legal, tax or other advice of any kind, nor should they be regarded as an offer, recommendation, or as a solicitation of an offer to buy, sell or otherwise deal in any investment or securities.
Each Party shall comply with all applicable anticorruption laws and regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Failure to comply will be deemed a material breach.
Each Party shall comply with all applicable export control laws and regulations. Each Party agrees not to export, reexport, or retransfer any goods or information received under these terms in violation thereof. Failure to comply will be deemed a material breach.
Customer represents and warrants that Customer is not owned or controlled by any person or entity subject to Sanctions, is not an agency or instrumentality of any Embargoed Country government, and is not located in an Embargoed Country. VINchex shall have the right to immediately suspend or terminate Customer's access if required to comply with applicable law or if Customer has breached any sanctions representations.
Each Party shall comply with all applicable anti-slavery laws, statutes and regulations, including the UK Modern Slavery Act 2015.
VINchex will handle all personal data in accordance with its Global Corporate Privacy Policy, available at vinchex.com. In order to provide the Portal and Portal Information, VINchex may use, collect, store, disclose and otherwise process personal data; transfer personal data to VINchex Affiliates or vendors; monitor the Portal; help resolve support requests; detect threats; and detect illegal acts or violations.
Each Party shall: (i) comply with all applicable privacy, consumer protection, data security, and other similar laws; (ii) use and handle Customer Information solely as permitted under these terms; (iii) maintain and enforce security procedures; (iv) maintain an information security program aligned to Good Industry Practice; (v) apply reasonable controls to prevent, detect, and respond to cyber security attacks; and (vi) maintain and communicate its information security and privacy program.
Each Party shall use antivirus software protection reasonably designed to prevent the Portal and Portal Information from being infected with any virus, worm, trojan or other malware.
The Parties are independent contractors and nothing in these terms and conditions will be construed to create a partnership, joint venture, agency, or employment relationship.
These terms and conditions set forth the entire agreement between the Parties and supersede any and all prior proposals, warranties, representations or agreements with respect to the subject matter hereof.
Customer may not assign these terms and conditions without the prior written consent of VINchex. VINchex shall be entitled to assign these terms to any of its Affiliates provided there is no material adverse effect on the Portal.
These terms and conditions shall be governed by the laws of the State of Nevada without regard to its conflict of laws principles. Each Party submits to the exclusive jurisdiction of Clark County, Nevada courts.
Neither Party shall be liable for delay or failure to perform its obligations (except payment obligations) if such delay or failure results from a Force Majeure Event, provided the affected Party provides written notice as soon as reasonably possible.
If any provision is found invalid or unenforceable, such provision shall be deemed deleted and the Parties shall negotiate in good faith to agree on a replacement provision. Any remaining portions will remain in full force and effect.
All notices under these terms and conditions must be in writing and delivered by hand, reputable courier service, certified mail (return receipt requested), or by confirmed email. Any legal notices must also be copied to: Attention: Legal Department, General Counsel, VINchex, 311 E. Warm Springs Rd., Suite 101, Las Vegas, NV 89119.
Customer may not bring any claim or cause of action based on these terms and conditions more than one (1) year after the date such cause of action accrues.
Customer shall permit VINchex, on reasonable notice, to attend Customer's offices and/or inspect relevant books, records, systems and equipment to verify Customer's compliance with these terms and conditions and its physical and technical environment.
The sections regarding Ownership of Intellectual Property, Confidential Information, Indemnification, Disclaimer and Limitation of Liability, Termination, Compliance with Laws and Miscellaneous will survive the expiration or termination of these terms and conditions.
If you have any questions about these terms and conditions, please contact us:
Email: privacy@vinchex.com
Address: VINchex, 311 E. Warm Springs Rd., Suite 101, Las Vegas, NV 89119