Terms of Service · Vantage

TERMS OF SERVICE

Last updated July 10, 2026

AGREEMENT TO OUR LEGAL TERMS

We are Vantage Benchmarking LLC ("Company," "we," "us," "our"), a company registered in North Carolina, United States at 2 Trafalgar Pl, Durham, NC 27707.

We operate the website https://vantagebenchmarking.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at legal@vantagebenchmarking.com or by mail to 2 Trafalgar Pl, Durham, NC 27707, United States.

These Legal Terms constitute a legally binding agreement between Vantage Benchmarking LLC and each Institution (as defined below) that subscribes to or uses the Services. When an Authorized User accesses the Services on behalf of an Institution, that access constitutes the Institution's agreement to these Legal Terms, in addition to the Authorized User's agreement as an individual for their own conduct. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide the Institution with prior notice of any scheduled changes to the Services the Institution is using. The modified Legal Terms will become effective upon posting or notifying the Institution's designated contact by legal@vantagebenchmarking.com, as stated in the notice. By continuing to use the Services after the effective date of any changes, the Institution and its Authorized Users agree to be bound by the modified terms.

The Services are intended for Authorized Users who are at least 18 years of age and are not a minor under the laws of their jurisdiction. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that the Institution retain a copy of these Legal Terms for its records.

INSTITUTIONAL CUSTOMERS AND AUTHORIZED USERS

The Services are offered to collegiate athletic departments and other participating institutions (each, an "Institution"). These Legal Terms form a binding agreement between Vantage Benchmarking LLC and the Institution that subscribes to or uses the Services.

If you access or use the Services on behalf of an Institution, you represent and warrant that you are an employee, contractor, or other representative authorized to act for that Institution and to bind the Institution to these Legal Terms. In that case, "you" means both you individually (for your conduct) and the Institution (for fees, Submitted Data, subscription terms, and institutional obligations). The Institution is responsible for all use of the Services under its Account, including acts and omissions of its Authorized Users.

Definitions. In these Legal Terms: (a) "Account" means the Institution's subscription workspace on the Services, including access issued to Authorized Users; (b) "Authorized User" means an individual permitted by the Institution to access the Account; (c) "Institution" has the meaning given above; (d) "Submitted Data" has the meaning given in Section 8; (e) "Founding Threshold" means, for an athletic conference, at least five (5) institutions in that conference that have executed a non-binding Letter of Intent with us, as described in our institutional Letter of Intent; and (f) "Launch Threshold" means, for a conference-level benchmarking group, at least five (5) contributing member institutions with effective subscription and data sharing agreements, as described in our Data Sharing Agreement.

Consortium formation. Institutions may first execute a non-binding Letter of Intent to express interest before definitive agreements. Conference-level benchmarking outputs are available only after the Launch Threshold is met. Fees and invoicing before the Launch Threshold are governed by the Subscription Agreement and Order Form.

TABLE OF CONTENTS

OUR SERVICES
INTELLECTUAL PROPERTY RIGHTS
USER REPRESENTATIONS
ACCOUNTS AND AUTHORIZED USERS
PURCHASES AND PAYMENT
SUBSCRIPTIONS
PROHIBITED ACTIVITIES
USER SUBMITTED DATA
DATA LICENSE AND ANONYMIZATION
SERVICES MANAGEMENT
PRIVACY POLICY
TERM AND TERMINATION
MODIFICATIONS AND INTERRUPTIONS
GOVERNING LAW
DISPUTE RESOLUTION
CORRECTIONS
DISCLAIMER
LIMITATIONS OF LIABILITY
INDEMNIFICATION
USER DATA
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
MISCELLANEOUS
CONTACT US

1. OUR SERVICES

The Services are offered to Institutions and Authorized Users in the United States for internal athletic-department benchmarking. The Services are not directed to consumers or to users outside the United States.

If an Authorized User temporarily accesses the Services from outside the United States, the Institution and its users remain subject to these Legal Terms, and personal information and Submitted Data are processed in the United States as described in our Privacy Policy.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We own or license all intellectual property rights in our Services, including software, databases, functionality, website designs, text, graphics, benchmarking methodologies, and related materials in the Services (collectively, the "Content"), as well as our trademarks, service marks, and logos (the "Marks").

Our Content and Marks are protected by applicable United States intellectual property laws. We may seek registration of copyrights, trademarks, and other intellectual property in the United States and other jurisdictions, and nothing in these Legal Terms limits our right to do so.

The Content and Marks are provided in or through the Services "AS IS" for the Institution's internal business purpose only.

Your use of our Services

Subject to the Institution's and its Authorized Users' compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant the Institution a non-exclusive, non-transferable, revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which the Institution has properly gained access,

solely for the Institution's internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, the Institution may not (and may not permit any third party to) copy, modify, decompile, disassemble, reverse engineer, extract, sublicense, resell, or otherwise transfer the Services, Content, or Marks, or any portion thereof.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If the Institution wishes to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: legal@vantagebenchmarking.com. If we ever grant permission to post, reproduce, or publicly display any part of our Services or Content, the Institution must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and the Institution's right to use the Services will terminate immediately.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you send feedback to us about the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for your Submissions: By sending us Submissions through any part of the Services you:

confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not send through the Services any Submission that is illegal, harassing, harmful, defamatory, obscene, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
warrant that any such Submission is original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
warrant and represent that the information submitted in connection with your Submissions will not breach any confidentiality agreement by which you or the Institution are bound.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party's intellectual property rights, or (c) applicable law.

3. USER REPRESENTATIONS

By using the Services (whether as an Institution or an Authorized User), you represent and warrant that:

(1) if you are an Authorized User, you are at least 18 years of age and not a minor under the laws of your jurisdiction; (2) all information submitted in connection with the Account (including registration, billing, and institutional profile information) is true, accurate, current, and complete, and the Institution will maintain and promptly update such information as necessary; (3) you have the legal capacity to agree to these Legal Terms, and if you act on behalf of an Institution, you have the authority to bind that Institution; (4) you and the Institution will comply with these Legal Terms; (5) neither you nor the Institution will access the Services through automated or non-human means, whether through a bot, script, or otherwise, except as expressly permitted by us in writing; (6) neither you nor the Institution will use the Services for any illegal or unauthorized purpose; and (7) use of the Services will not violate any applicable law or regulation.

If any information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate the Institution's Account and refuse any current or future use of the Services (or any portion thereof).

4. ACCOUNTS AND AUTHORIZED USERS

The Institution may be required to register for an Account to use the Services. We issue access to Authorized Users by invitation or other provisioning method designated by us or the Institution. The Institution is responsible for ensuring that only appropriate personnel are granted access and for promptly revoking access when no longer needed.

Each Authorized User must keep login credentials confidential. The Institution is responsible for all activity that occurs under its Account, whether or not authorized, except where caused by our failure to maintain reasonable security measures as described in Section 20.

5. PURCHASES AND PAYMENT

Fees for the Services are invoiced annually in advance unless otherwise agreed in writing. Payment methods and invoicing terms will be confirmed in writing at the time of subscription (including any order form, statement of work, or subscription confirmation). We currently accept payment via ACH transfer, wire transfer, and check. Additional payment methods may be made available at our discretion.

The Institution agrees to provide current, complete, and accurate billing and Account information and to promptly update such information as necessary. All payments shall be in U.S. dollars. Sales tax will be added where required by applicable law.

Payment is due within thirty (30) days of the invoice date unless a different due date is stated on the invoice. Overdue amounts remain payable in full. We reserve the right to suspend access to the Services for Accounts more than fifteen (15) days past due following written notice to the Institution. No default interest accrues on overdue amounts unless required by applicable law or agreed in writing between the parties, except as otherwise stated in the Institution's Subscription Agreement.

We may change subscription fees for any renewal term in accordance with Section 6. Except as set forth in Section 6 or as otherwise agreed in writing, fees for the then-current subscription term are fixed and will not increase during that term.

6. SUBSCRIPTIONS

Billing, Commencement, and Renewal

Institutional subscriptions are governed primarily by the Institution's executed Subscription Agreement and Order Form, including any Pre-Commencement Period before the Commencement Date and the Launch Threshold described in our institutional Letter of Intent and Data Sharing Agreement.

Unless otherwise agreed in writing in the Subscription Agreement, each paid subscription term is one (1) year beginning on the Commencement Date. The Institution's subscription will continue and automatically renew for successive one (1) year terms unless the Institution cancels in accordance with the Subscription Agreement and this Section 6. By entering into a subscription, the Institution agrees to pay the applicable subscription fees for each renewal term in accordance with Section 5.

Renewal invoices will be issued in advance of each renewal term. Payment of a renewal invoice (or other written acceptance of renewal terms) constitutes the Institution's agreement to renew for the upcoming term at the fees stated in that invoice or written notice.

We will provide the Institution with written notice of each upcoming renewal no fewer than thirty (30) days prior to the renewal date. Such notice will include the then-current subscription fee for the upcoming term.

Cancellation

The Institution may cancel its subscription at any time by contacting us using the contact information in Section 23. Cancellation will take effect at the end of the current paid term. Upon cancellation, the Institution will retain access to the Services through the end of the paid term.

If the Institution has questions or is unsatisfied with the Services, please email us at support@vantagebenchmarking.com.

Refunds

Because the Services involve the active collection, processing, and incorporation of the Institution's data into the consortium from the Commencement Date, all fees are non-refundable after sixty (60) days from the Commencement Date of the applicable subscription term, except as stated in the Subscription Agreement. If the Institution cancels within sixty (60) days of the Commencement Date, it may request a pro-rata refund as provided in the Subscription Agreement. Refund requests must be submitted in writing to legal@vantagebenchmarking.com.

Notwithstanding the foregoing, we reserve the right to offer refunds or credits at our sole discretion on a case-by-case basis.

Fee Changes

We may change subscription fees for a renewal term. Any fee change will be disclosed in the renewal notice described above and will apply only to the upcoming renewal term, not to fees already paid for the current term.

7. PROHIBITED ACTIVITIES

Authorized Users may use the Services only for the Institution's internal benchmarking purposes. The Institution is responsible for ensuring that its Authorized Users comply with this Section 7.

Authorized Users agree not to:

access or use the Services in violation of applicable law, institutional policy, or the Institution's Subscription Agreement or Data Sharing Agreement;
circumvent security or access controls, probe or scan the Services without authorization, or interfere with the operation of the Services;
use automated scripts, bots, scrapers, or similar tools to access the Services except as we expressly permit in writing;
except to the limited extent required by applicable mandatory law, reverse engineer, decompile, or disassemble the Services;
impersonate another person or Institution or access another Institution's Account;
share login credentials with anyone who is not an Authorized User;
share, republish, or redistribute benchmarking data or reports outside the Institution without our written consent;
use peer benchmarking data to identify or attempt to identify any specific member Institution;
knowingly submit false, inaccurate, or misleading allocation data;
use the Services to compete with us or for any commercial purpose outside the Institution's internal business purpose;
upload malware or other harmful code, or harass our personnel or other users.

8. USER SUBMITTED DATA

The Services allow Authorized Users to submit athletic department revenue sharing allocation data through structured intake forms and related input mechanisms (collectively, "Submitted Data"). By submitting data through the Services, the Institution and the submitting Authorized User represent and warrant that:

the submitting Authorized User is authorized by the Institution to submit the allocation data provided, and the submission does not violate any institutional policy, employment agreement, or applicable law;
the Institution has used reasonable efforts to submit complete and current Submitted Data based on information reasonably available to it and to the best of the Institution's knowledge after reasonable internal review; Submitted Data is complete and current to the best of the submitter's knowledge and does not knowingly omit material information; the Institution acknowledges that Submitted Data may contain inadvertent or unknown errors despite such reasonable efforts, and that the integrity of consortium benchmarking outputs depends materially on the good-faith accuracy of data submitted by all member Institutions;
the Submitted Data does not include any personally identifiable information about individual athletes beyond what is expressly required by the Services' intake forms;
the submission of Submitted Data will not breach any confidentiality agreement by which the Institution or the submitter is bound, except as contemplated by these Legal Terms, the Data Sharing Agreement, and the anonymization of Submitted Data for consortium benchmarking; and
the Institution has the authority to grant Vantage Benchmarking LLC the rights described in Section 9 below with respect to its Submitted Data.

The knowing submission of false or misleading Submitted Data, reckless disregard of accuracy, or material inaccuracy in Submitted Data that is not cured within fifteen (15) days after written notice from us is a material breach of these Legal Terms and may result in suspension or termination of the Institution's access to the Services, subject to the Institution's Subscription Agreement and Data Sharing Agreement.

9. DATA LICENSE AND ANONYMIZATION

By submitting data through the Services, the Institution grants Vantage Benchmarking LLC a non-exclusive, royalty-free license to access, store, process, and incorporate the Institution's Submitted Data into anonymized consortium benchmarking outputs solely for the purpose of providing the Services.

Vantage Benchmarking LLC commits to the following with respect to all Submitted Data:

Anonymization. The Institution's Submitted Data will be anonymized prior to incorporation into any benchmarking report, comparison output, or aggregated dataset made available to other member Institutions. No institution-identifiable data will be disclosed to any other member of the consortium without the Institution's express written consent.
Permitted Use. Submitted Data will be used solely to generate benchmarking intelligence for consortium members and to improve the Services. It will not be sold to third parties or used for any purpose outside the scope of the Services. Vantage Benchmarking LLC will not use Submitted Data to train, fine-tune, or develop artificial intelligence or machine learning models that are made available to third parties outside the Services.
Ownership. The Institution retains full ownership of its Submitted Data. This license does not transfer ownership of the Institution's data to Vantage Benchmarking LLC and terminates upon deletion of the Account, subject to the retention terms described in our Privacy Policy.

Vantage Benchmarking LLC does not assert ownership over the Institution's Submitted Data. The Institution's data remains the Institution's data.

10. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against any Institution or Authorized User who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such person or Institution to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any Submitted Data or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

11. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy.

By using the Services, the Institution and its Authorized Users agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. The Institution is responsible for providing any notices to its personnel required under applicable law before Authorized Users submit personal information through the Services.

The Services are hosted in the United States. Personal information and Submitted Data are processed in the United States. A current subprocessor register is available on request at legal@vantagebenchmarking.com, as described in our Privacy Policy.

12. TERM AND TERMINATION

These Legal Terms remain in effect while the Institution or any Authorized User uses the Services.

Institutional subscriptions. If the Institution has executed a Subscription Agreement and Data Sharing Agreement with us, cancellation, termination, renewal, and refunds for that subscription are governed by those agreements (including coordinated termination of both agreements together). This Section 12 does not override those instruments.

Suspension and termination. We may suspend or terminate access to the Services, including an Institution's Account, if: (a) the Institution or an Authorized User materially breaches these Legal Terms, the Subscription Agreement, or the Data Sharing Agreement; (b) fees are delinquent as provided in the Subscription Agreement; (c) we reasonably believe suspension is necessary to protect the security, integrity, or lawful operation of the Services; or (d) required by law. Where practicable, we will provide prior written notice before suspension or termination of a paying Institution's Account, except for urgent security or legal reasons.

If we terminate or suspend an Institution's Account, the Institution and its Authorized Users may not establish a new Account or circumvent the suspension without our written consent. We may pursue other remedies available at law or in the Subscription Agreement or Data Sharing Agreement.

13. MODIFICATIONS AND INTERRUPTIONS

We may modify features of the Services from time to time. Material adverse changes to subscribed Services will be communicated in accordance with the Subscription Agreement or these Legal Terms.

We do not guarantee uninterrupted availability. Maintenance, updates, or technical issues may cause interruptions. Temporary interruptions (including scheduled maintenance of which the Institution received reasonable advance notice) do not entitle the Institution to a refund or fee abatement.

If the core Services are materially unavailable for five (5) or more consecutive days during a paid subscription term (excluding scheduled maintenance of which the Institution received at least forty-eight (48) hours' notice, failures of third-party networks or systems outside our reasonable control, or causes attributable to the Institution or its Authorized Users), the Institution may request a pro-rata credit or abatement of prepaid subscription fees for the period of material unavailability, as provided in the Subscription Agreement. Such credit or abatement, if any, is the Institution's exclusive monetary remedy for service unavailability except as otherwise required by law.

Subject to the Subscription Agreement and Section 18, we are not liable for temporary unavailability except as otherwise required by law or expressly stated in the Subscription Agreement.

14. GOVERNING LAW

These Legal Terms and use of the Services are governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be entirely performed within the State of North Carolina, without regard to its conflict of law principles.

15. DISPUTE RESOLUTION

For purposes of this Section 15, "Party" means Vantage Benchmarking LLC or an Institution, and "Parties" means both of them.

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either Party, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating litigation. Such informal negotiations commence upon written notice from one Party to the other Party.

Litigation

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be brought exclusively in the state or federal courts located in Durham, North Carolina, and each Party consents to personal jurisdiction and venue in those courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Legal Terms.

Optional Arbitration

After a Dispute arises, either Party may propose that the Dispute be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Durham, North Carolina. Arbitration will proceed only if both Parties sign a written agreement to arbitrate that specific Dispute within thirty (30) days after the proposal. If the Parties do not agree to arbitrate, the Dispute remains subject to the litigation provision above.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than two (2) years after the cause of action arose. If this provision is found to be illegal or unenforceable, such Dispute shall be decided by a court of competent jurisdiction in Durham, North Carolina, and the Parties agree to submit to the personal jurisdiction of that court. To the extent that applicable law prohibits or restricts the contractual shortening of limitations periods, this two-year limitation shall not apply, and the applicable statutory limitations period under governing law shall apply instead.

Nothing in this Section shall prevent either Party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction in Durham, North Carolina to prevent irreparable harm, including claims related to data ownership, unauthorized disclosure of Submitted Data, confidentiality, or alleged breach of the Data Sharing Agreement (anonymization or data protection).

Restrictions

If the Parties agree to arbitrate a Dispute under the Optional Arbitration provision above, that arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Litigation

The Parties agree that the following Disputes are not subject to the informal negotiation requirement in this Section and may be brought directly in a court of competent jurisdiction in Durham, North Carolina: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to confidential information, data ownership, unauthorized disclosure of Submitted Data, or alleged breach of the Data Sharing Agreement (anonymization or data protection); and (c) any claim for injunctive or other equitable relief. If any portion of this Section is found to be illegal or unenforceable, such Dispute shall be decided by a court of competent jurisdiction in Durham, North Carolina, and the Parties agree to submit to the personal jurisdiction of that court.

16. CORRECTIONS

We may correct typographical errors or update non-contractual descriptive information on the Services. Contractual pricing and subscription terms are governed by the Institution's Subscription Agreement and Order Form.

17. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OPERATION. BENCHMARKING OUTPUTS DEPEND ON DATA SUBMITTED BY CONSORTIUM MEMBERS; WE DO NOT WARRANT THAT OUTPUTS WILL MEET EVERY ANALYTICAL PURPOSE OF THE INSTITUTION.

EXCEPT AS EXPRESSLY STATED IN THE INSTITUTION'S SUBSCRIPTION AGREEMENT, WE DISCLAIM LIABILITY FOR UNAUTHORIZED ACCESS, INTERRUPTIONS, AND ERRORS IN CONTENT TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 18.

18. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE INSTITUTION OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO THE INSTITUTION FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE INSTITUTION TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, EXCEPT THAT THE CAP DOES NOT APPLY TO: (A) FRAUD OR WILLFUL MISCONDUCT; (B) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THE DATA SHARING AGREEMENT OR SUBSCRIPTION AGREEMENT; OR (C) OUR MATERIAL BREACH OF ANONYMIZATION OBLIGATIONS UNDER THE DATA SHARING AGREEMENT. For clarity, the fee cap in this Section 18 does not limit either party's liability for direct damages arising from breach of confidentiality obligations under the Data Sharing Agreement or Subscription Agreement. CERTAIN US STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE INSTITUTION, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY, AND THE INSTITUTION MAY HAVE ADDITIONAL RIGHTS.

19. INDEMNIFICATION

The Institution agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) the Institution's or its Authorized Users' use of the Services; (2) breach of these Legal Terms by the Institution or any Authorized User; (3) any breach of the representations and warranties set forth in these Legal Terms; (4) violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act of an Authorized User in connection with the Services. Notwithstanding the foregoing, we reserve the right, at the Institution's expense, to assume the exclusive defense and control of any matter for which the Institution is required to indemnify us, and the Institution agrees to cooperate, at the Institution's expense, with our defense of such claims. We will use reasonable efforts to notify the Institution of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. USER DATA

Vantage Benchmarking LLC will maintain and process data that the Institution and its Authorized Users transmit to the Services in accordance with our Privacy Policy and the data security commitments described in these Legal Terms and, where the Institution has executed a Data Sharing Agreement with us, Section 4.4 of that agreement. We will implement and maintain commercially reasonable technical and organizational security measures designed to protect the Institution's Submitted Data against unauthorized access, disclosure, alteration, or destruction. Without limiting the foregoing, our security program is designed to include, as applicable:

Encryption in transit. Use of industry-standard encryption (such as TLS) for data transmitted to and from the Services.
Encryption at rest. Encryption of Submitted Data and related account information stored with our cloud infrastructure providers.
Access controls. Role-based access for Authorized Users; database row-level security and server-side access controls so members can access only their institution's data; and limitation of our personnel access to non-anonymized Submitted Data to those with a need to know.
Authentication. Industry-standard handling of account credentials (including storage of passwords in hashed form through our authentication provider).
Operational security. Logical separation of production environments; periodic review of access rights; and logging or monitoring of security-relevant events where reasonably practicable.
Continuity. Encrypted backups and archives subject to the retention limits in our Privacy Policy and the Institution's Data Sharing Agreement, isolated from routine processing except as required for security, disaster recovery, or legal compliance.

No method of transmission or storage is completely secure. In the event of a confirmed data breach that results in unauthorized access to the Institution's Submitted Data, we will notify the Institution in writing within seventy-two (72) hours of our becoming aware of the breach, will take prompt remedial action to contain and address the incident, and will cooperate with the Institution's reasonable requests for information about the incident to the extent permitted by law and our security obligations to other customers.

Notwithstanding the foregoing, the Institution acknowledges that it is responsible for maintaining the confidentiality of Account credentials and for all activity that occurs under its Account, including acts of Authorized Users. We are not liable for any loss or corruption of data arising from the Institution's failure to maintain appropriate Account security, from causes outside our reasonable control, or from transmission errors not caused by us.

We perform regular backups of data hosted on the Services. However, we do not guarantee that backups will be available in all circumstances and recommend that the Institution retain copies of any data it considers critical independently of the Services.

To the extent permitted by applicable law, our liability for any loss or corruption of the Institution's data shall be subject to the limitations set forth in Section 18 of these Legal Terms.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. The Institution and its Authorized Users consent to receive electronic communications, and agree that all agreements, notices, disclosures, and other communications we provide electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. WE HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. The Institution and its Authorized Users hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means, to the extent such waiver may be given by each party.

22. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between the Institution and us regarding the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Services.

If these Legal Terms conflict with a separate Subscription Agreement, order form, or subscription confirmation executed between the Parties, that document controls with respect to subscription fees, Commencement Date, term length, coordinated termination, refunds, and scope of subscribed Services. If these Legal Terms conflict with a separate Data Sharing Agreement executed between the Parties, that agreement controls with respect to consortium data sharing, Submitted Data, anonymization, coordinated termination, and the Launch Threshold. If these Legal Terms conflict with a non-binding Letter of Intent, that letter controls only its expressly binding provisions (such as confidentiality and anonymous reference rules). Otherwise these Legal Terms control.

Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

These Legal Terms operate to the fullest extent permissible by law.

We may assign any or all of our rights and obligations to others at any time. The Institution may not assign its rights or obligations under these Legal Terms without our prior written consent, except that an Institution may assign these Legal Terms to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Legal Terms.

We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment, or agency relationship created between the Institution and us as a result of these Legal Terms or use of the Services. Authorized Users are not third-party beneficiaries of these Legal Terms except to the extent required for enforceability of provisions that directly govern individual conduct.

You agree that these Legal Terms will not be construed against us by virtue of having drafted them.

You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

23. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Vantage Benchmarking LLC

2 Trafalgar Pl

Durham, NC 27707

United States

support@vantagebenchmarking.com

Institutions should designate a billing contact and an administrative or legal contact for notices, security incidents, and subscription matters.