The scope of these Terms of Services is the provision of the Distribution Services by VaultN to You through the Distribution Platform and the payment of the Charges set out under the Plan.

3.1. VaultN operates a Distribution Platform enabling Digital Inventory to be transferred between Publishers and Retailers, and if so configured to be sold between You and Your Connection. VaultN is acting as a technology Platform, marketplace and matchmaking facilitator, in a role strictly limited to, acting as an intermediary and providing a matchmaking facilitation and a platform where You engage with Your Connections for transactions. Any of those transactions require an Order being placed by You or your Connection in order to be processed. VaultN does not own, manage, or assume responsibility for the Digital Inventory exchanged or sold via the Distribution Platform. You are solely responsible for setting the prices of Your Digital Inventory and ensuring its availability to Your

Connections. VaultN does not participate in the ownership, negotiation or the saleof the Digital Inventory. All responsibilities related to the pricing, quality, and compliance of the Digital Inventory, rest exclusively with You.

3.2. VaultN does not examine, evaluate, or warrant the offerings of any such businesses or individuals, nor does it guarantee the content of Digital Inventory. Unless explicitly stated otherwise in the T&Cs and Documentation, VaultN does not assume any responsibility or liability for the actions, products, or content of these or any other Connections. When You interact with a Connection, VaultN may share information related to those transactions with that Connection.

VaultN allows You to list and sell your Digital Inventory on the Distribution Platform. In each case, this is clearly indicated on the relevant Digital Inventory page. While VaultN facilitates transactions carried out on the Distribution Platform, VaultN is neither the buyer nor the seller of the items being exchanged. Instead, VaultN provides a venue for You to connect with other Connections, replicate and set out Your engagement with such Connections either over the Distribution Terms or other agreements to be concluded between You and Your Connections, and eventually complete transactions. Accordingly, the relationship formed at the conclusion of a sale is exclusively between You and the Connection involved in the transaction.  

3.3. VaultN is not a party to this contract, does not assume any liability arising from it, and does not act as an agent for either Publisher or the relevant Connection.

3.4. Unless explicitly stated otherwise, You are responsible for Your transactions, including handling any claims or issues that arise out of or in connection with Your agreements with Your Connections. Ownership and risk associated with the product shall transfer to the Retailer upon completion of the transfer.

4.1. In case You are a Publisher:

4.1.1. Provided that You and the relevant Retailer accept Collection Services under the Collection Platform Terms of Services, VaultN may initiate the collection process for the Digital Inventory sold . In this case, payments from the relevant Retailers will automatically be collected and then made available to You via the Collection Platform using Payment Service Providers. You may then withdraw the aggregated funds to Your designated bank account in accordance with the terms of the Collection Platform and the terms of the relevant Payment Service Providers which you will accept and comply with in order to use Collection Services.

4.1.2. After You receive Payment Confirmation, You are obligated to transfer the Digital Inventory for which VaultN has initiated the Collection Services through the Collection Platform with the relevant Retailer. You hereby agree that VaultN shall not obligated to forward you any payment for any Digital Inventory not transferred and delivered to the Retailer and that the Retailer shall be entitled to cancel the order of any Digital Inventory prior to its delivery. If, for any reason, You failed to transfer and deliver any Digital Inventory that you received the payment for, You hereby accept and undertake to refund any amounts that you received for the Digital Inventory that is not transferred and delivered to the Retailer. You may also be liable for any damages incurred by the Retailer due to such failure to transfer and deliver paid Digital Inventory based on the terms between you and the Retailer. In all cases, you shall not hold liable for any Digital Inventory that You have failed to transfer and deliver. 

4.2. In case You are a Retailer:

4.2.1.Provided that You and the relevant Publishers accept Collection Services under the Collection Platform Terms of Services, payments for the Digital Inventory that You purchased from Publishers will be automatically collected and the funds will be forwarded to the relevant Publisher. In this case, payments to the relevant Publishers will automatically be collected and then made available to the Publishers via the Collection Platform using Payment Service Providers.  

4.2.2.If any of the Digital Inventory You already paid for has not been delivered, You may request refunds or cancel Orders. Such refunds may be processed through the same API by canceling the corresponding reservation or Order. Fulfilled Orders, however, may only be accepted for return or refund by the Publisher, subject to the terms outlined in the Connection Settings and/or as defined under the terms between the You and the Publisher. You hereby accept and undertake that VaultN shall not be liable for any issue related to the delivery or transfer of Digital Inventory and that the Publisher is the only addressee for any issues related thereto. 

5.1. For the setup of your Vault, an Onboarding/Integration Fee as determined under your Plan shall be charged to You by VaultN. 

5.2 For each Digital Inventory you insert to your Vault, an Insertion Fee as determined under your Plan shall be charged to You by VaultN. 

5.3 Upon any complete and successful transfer of any Digital Inventory to or from Your Connection, a Transfer Fee shall be charged to either You or Your Connection depending on the Connection Settings by VaultN. In the event that Your Connection subsequently transfers the Digital Inventory to another Connection, additional Transfer Fees may be collected from Your Connection for those transfers. 

5.4 Upon any completed and successful Order (API) or Extraction (UI), VaultN shall either charge an Extraction Fee to the Retailer or an On-Demand Sale Fee to the Publisher, depending on the Connection Settings. An Order Fee shall also apply to the Retailer. 

5.5 The Extraction Fee shall be based on the net sale value of the Digital Inventory or the net suggested retail price, whichever is superior. The On-Demand Sale Fee shall be based on the net royalties received by the Publisher for the sale of the Digital Inventory. 

5.6 Other actions may cause additional Charges as determined in your Plan. 

5.7 Charges are not associated with the Digital Inventory itself but are related to the provision of the Distribution Services and in return for the Distribution Services. You will be required to pay Charges as reflected in your Plan. 

5.8 The Charges will be payable as per the payment terms under the T&Cs. If You are using VaultN’s Collection Platform, You hereby accept that any Charges due in return of Distribution Services will be deducted from the amounts collected through Collection Services. 

5.9 If You use Product Information Platform directly connected to the distribution of Digital Inventory using the Distribution Services, Product Information Services shall be provided to You without the requirement of paying any additional Charges for Product Information Services, unless otherwise specified in your Plan.  

5.10 Article 5.9. does not apply to additional services provided under Product Information Platform and the details of additional Charges must be paid according to the Plan. Details of Product Information Services are provided under the Product Information Terms of Services.